Exhibit 4.1


 













	 






WELLS FARGO
COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer


 


Rialto
Capital Advisors, LLC,

as General Special Servicer


 


NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer and as NCB Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PENTALPHA SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 





 



  


POOLING AND SERVICING AGREEMENT


 


Dated as of February 1, 2016


 





 



  


Commercial Mortgage Pass-Through Certificates

Series 2016-C32


 













	 










 






    	 



    	 



    

 





TABLE OF CONTENTS 


	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I
	 	 	 	 	 
	DEFINITIONS
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	5
	Section 1.02	 	Certain Calculations	 	118
	 	 	 	 	 
	ARTICLE II
	 	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 	 
	Section 2.01	 	Conveyance of Mortgage Loans	 	120
	Section 2.02	 	Acceptance by Trustee	 	126
	Section 2.03	 	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	131
	Section 2.04	 	Execution of Certificates; Issuance of Lower-Tier Regular Interests and the Class A-3FX Regular Interest	 	146
	Section 2.05	 	Creation of the Grantor Trust	 	147
	 	 	 	 	 
	ARTICLE III
	 	 	 	 	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND
	 	 	 	 	 
	Section 3.01	 	The Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	147
	Section 3.02	 	Collection of Mortgage Loan Payments	 	155
	Section 3.03	 	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	160
	Section 3.04	 	The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Class A-3FX Regular Interest Distribution Account	 	165
	Section 3.05	 	Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account	 	172
	Section 3.06	 	Investment of Funds in the Collection Accounts and the REO Account	 	183
	Section 3.07	 	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	185
	Section 3.08	 	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	190





 






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	Section 3.09	 	Realization Upon Defaulted Loans and Companion Loans	 	197
	Section 3.10	 	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	200
	Section 3.11	 	Servicing Compensation	 	202
	Section 3.12	 	Inspections; Collection of Financial Statements	 	208
	Section 3.13	 	Access to Certain Information	 	213
	Section 3.14	 	Title to REO Property; REO Account	 	225
	Section 3.15	 	Management of REO Property	 	226
	Section 3.16	 	Sale of Defaulted Loans and REO Properties	 	229
	Section 3.17	 	Additional Obligations of Master Servicers and Special Servicers	 	235
	Section 3.18	 	Modifications, Waivers, Amendments and Consents	 	238
	Section 3.19	 	Transfer of Servicing Between Master Servicers and Special Servicers; Recordkeeping; Asset Status Report	 	248
	Section 3.20	 	Sub-Servicing Agreements	 	255
	Section 3.21	 	Interest Reserve Account	 	258
	Section 3.22	 	Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers	 	258
	Section 3.23	 	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	259
	Section 3.24	 	Intercreditor Agreements	 	263
	Section 3.25	 	Rating Agency Confirmation	 	265
	Section 3.26	 	The Operating Advisor	 	267
	Section 3.27	 	Companion Paying Agent	 	274
	Section 3.28	 	Companion Register	 	275
	Section 3.29	 	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	275
	Section 3.30	 	[RESERVED]	 	277
	Section 3.31	 	[RESERVED]	 	277
	Section 3.32	 	Litigation Control	 	277
	Section 3.33	 	Delivery of Excluded Information to the Certificate Administrator	 	280
	Section 3.34	 	Swap Contract	 	280
	 	 	 	 	 
	ARTICLE IV
	 	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 	 
	Section 4.01	 	Distributions	 	284
	Section 4.02	 	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	297
	Section 4.03	 	P&I Advances	 	303
	Section 4.04	 	Allocation of Realized Losses	 	306
	Section 4.05	 	Appraisal Reduction Amounts	 	308
	Section 4.06	 	Grantor Trust Reporting	 	311
	Section 4.07	 	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	312
	Section 4.08	 	Secure Data Room	 	315





 






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	ARTICLE V
	 	 	 	 	 
	THE CERTIFICATES
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	317
	Section 5.02	 	Form and Registration	 	317
	Section 5.03	 	Registration of Transfer and Exchange of Certificates	 	319
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	327
	Section 5.05	 	Persons Deemed Owners	 	327
	Section 5.06	 	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	328
	Section 5.07	 	Maintenance of Office or Agency	 	329
	Section 5.08	 	Appointment of Certificate Administrator	 	329
	Section 5.09	 	Exchange of Class A-3FL Certificates for Class A-3FX Certificates	 	330
	Section 5.10	 	Voting Procedures	 	332
	 	 	 	 	 
	ARTICLE VI
	 	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, THE
	OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE
	DIRECTING CERTIFICATEHOLDER
	 	 	 	 	 
	Section 6.01	 	Representations, Warranties and Covenants of the Master Servicers, Special Servicers, the Operating Advisor and the Asset Representations Reviewer	 	333
	Section 6.02	 	Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	 	339
	Section 6.03	 	Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	 	339
	Section 6.04	 	Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	 	341
	Section 6.05	 	Depositor, Master Servicers and Special Servicers Not to Resign	 	347
	Section 6.06	 	Rights of the Depositor in Respect of the Master Servicers and the Special Servicers	 	348
	Section 6.07	 	The Master Servicers and the Special Servicers as Certificate Owner	 	348
	Section 6.08	 	The Directing Certificateholder	 	348
	 	 	 	 	 
	ARTICLE VII
	 	 	 	 	 
	SERVICER TERMINATION EVENTS
	 	 	 	 	 
	Section 7.01	 	Servicer Termination Events; Master Servicers and Special Servicers Termination	 	354
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	362





 






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	Section 7.03	 	Notification to Certificateholders	 	364
	Section 7.04	 	Waiver of Servicer Termination Events	 	365
	Section 7.05	 	Trustee as Maker of Advances	 	365
	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee and the Certificate Administrator	 	366
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	367
	Section 8.03	 	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	369
	Section 8.04	 	Trustee or Certificate Administrator May Own Certificates	 	370
	Section 8.05	 	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	370
	Section 8.06	 	Eligibility Requirements for Trustee and Certificate Administrator	 	371
	Section 8.07	 	Resignation and Removal of the Trustee and Certificate Administrator	 	372
	Section 8.08	 	Successor Trustee or Certificate Administrator	 	375
	Section 8.09	 	Merger or Consolidation of Trustee or Certificate Administrator	 	376
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	376
	Section 8.11	 	Appointment of Custodians	 	377
	Section 8.12	 	Representations and Warranties of the Trustee	 	377
	Section 8.13	 	Provision of Information to Certificate Administrator, Master Servicers and Special Servicers	 	378
	Section 8.14	 	Representations and Warranties of the Certificate Administrator	 	379
	Section 8.15	 	Compliance with the PATRIOT Act	 	380
	 	 	 	 	 
	ARTICLE IX
	 	 	 	 	 
	TERMINATION
	 	 	 	 	 
	Section 9.01	 	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	380
	Section 9.02	 	Additional Termination Requirements	 	385
	 	 	 	 	 
	ARTICLE X
	 	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 	 	 
	Section 10.01	 	REMIC Administration	 	386
	Section 10.02	 	Use of Agents	 	389
	Section 10.03	 	Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator	 	390
	Section 10.04	 	Appointment of REMIC Administrators	 	390





 






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	ARTICLE XI
	 	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 11.01	 	Intent of the Parties; Reasonableness	 	391
	Section 11.02	 	Succession; Subcontractors	 	392
	Section 11.03	 	Filing Obligations	 	394
	Section 11.04	 	Form 10-D Filings	 	395
	Section 11.05	 	Form 10-K Filings	 	398
	Section 11.06	 	Sarbanes-Oxley Certification	 	401
	Section 11.07	 	Form 8-K Filings	 	402
	Section 11.08	 	Form 15 Filing	 	404
	Section 11.09	 	Annual Compliance Statements	 	404
	Section 11.10	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	406
	Section 11.11	 	Annual Independent Public Accountants’ Attestation Report	 	408
	Section 11.12	 	Indemnification	 	409
	Section 11.13	 	Amendments	 	412
	Section 11.14	 	Regulation AB Notices	 	412
	Section 11.15	 	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	412
	Section 11.16	 	[RESERVED]	 	418
	Section 11.17	 	Impact of Cure Period	 	418
	 	 	 	 	 
	ARTICLE XII
	 	 	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 	 	 
	Section 12.01	 	Asset Review	 	418
	Section 12.02	 	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	424
	Section 12.03	 	Resignation of the Asset Representations Reviewer	 	425
	Section 12.04	 	Restrictions of the Asset Representations Reviewer	 	425
	Section 12.05	 	Termination of the Asset Representations Reviewer	 	425
	 	 	 	 	 
	ARTICLE XIII
	 	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 	 
	Section 13.01	 	Amendment	 	428
	Section 13.02	 	Recordation of Agreement; Counterparts	 	433
	Section 13.03	 	Limitation on Rights of Certificateholders	 	433
	Section 13.04	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	434
	Section 13.05	 	Notices	 	435
	Section 13.06	 	Severability of Provisions	 	442
	Section 13.07	 	Grant of a Security Interest	 	442
	Section 13.08	 	Successors and Assigns; Third Party Beneficiaries	 	442





 






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	Section 13.09	 	Article and Section Headings	 	443
	Section 13.10	 	Notices to the Rating Agencies	 	443





  



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	EXHIBITS	 	 
	 	 	 
	EXHIBIT A-1	 	Form of Certificate (other than Class R and Class V Certificates)
	EXHIBIT A-2	 	Form of Class R Certificate
	EXHIBIT A-3	 	Form of Class V Certificate
	EXHIBIT A-4	 	[RESERVED]
	EXHIBIT B	 	Mortgage Loan Schedule
	EXHIBIT C	 	Form of Investment Representation Letter
	EXHIBIT D-1	 	Form of Transferee Affidavit for Transfers of Class R Certificates
	EXHIBIT D-2	 	Form of Transferor Letter for Transfers of Class R Certificates
	EXHIBIT E	 	Form of Request for Release
	EXHIBIT F-1	 	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	EXHIBIT F-2	 	Form of ERISA Representation Letter regarding Class R Certificates and Class V Certificates
	EXHIBIT G	 	Form of Distribution Date Statement
	EXHIBIT H	 	Form of Omnibus Assignment
	EXHIBIT I	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	EXHIBIT J	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT K	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	EXHIBIT L	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT M	 	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	 	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	 	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	 	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	 	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	 	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	 	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	 	Form of Notice of Excluded Controlling Class Holder
	EXHIBIT P-1F	 	Form of Notice of [Excluded Loan] [Excluded Controlling Class Holder] to Certificate Administrator
	EXHIBIT P-1G	 	Form of Certification of the Directing Certificateholder
	EXHIBIT P-2	 	Form of Certification for NRSROs
	EXHIBIT P-3	 	Online Market Data Provider Certification





 






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	EXHIBIT Q	 	Custodian Certification/Exception Report
	EXHIBIT R-1	 	Form of Power of Attorney – Master Servicers
	EXHIBIT R-2	 	Form of Power of Attorney – Special Servicers
	EXHIBIT S	 	Initial Companion Holders
	EXHIBIT T	 	[RESERVED]
	EXHIBIT U	 	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	EXHIBIT V	 	Form of Operating Advisor Annual Report
	EXHIBIT W	 	Form of Notice from Operating Advisor Recommending Replacement of [General] [NCB] Special Servicer
	EXHIBIT X	 	Form of Confidentiality Agreement
	EXHIBIT Y	 	Form Certification to be Provided with Form 10-K
	EXHIBIT Z-1	 	Form of Certification to be Provided to Depositor by Certificate Administrator
	EXHIBIT Z-2	 	Form of Certification to be Provided to Depositor by Master Servicer
	EXHIBIT Z-3	 	Form of Certification to be Provided to Depositor by Special Servicer
	EXHIBIT Z-4	 	Form of Certification to be Provided to Depositor by Trustee
	EXHIBIT Z-5	 	Form of Certification to be Provided to Depositor by Operating Advisor
	EXHIBIT Z-6	 	Form of Certification to be Provided to Depositor by Custodian
	EXHIBIT Z-7	 	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT AA	 	Servicing Criteria to be Addressed in Assessment of Compliance
	EXHIBIT BB	 	Additional Form 10-D Disclosure
	EXHIBIT CC	 	Additional Form 10-K Disclosure
	EXHIBIT DD	 	Form 8-K Disclosure Information
	EXHIBIT EE	 	Additional Disclosure Notification
	EXHIBIT FF	 	Initial Sub-Servicers
	EXHIBIT GG	 	Servicing Function Participants
	EXHIBIT HH	 	Form of Annual Compliance Statement
	EXHIBIT II	 	Form of Report on Assessment of Compliance with Servicing Criteria
	EXHIBIT JJ	 	CREFC® Payment Information
	EXHIBIT KK	 	Form of Notice of Additional Indebtedness Notification
	EXHIBIT LL	 	Form of Intercreditor Agreement and Subordination Agreement for NCB Co-op Mortgage Loans
	EXHIBIT MM	 	Additional Disclosure Notification (Accounts)
	EXHIBIT NN	 	Form of Notice of Purchase of Controlling Class Certificate
	EXHIBIT OO	 	Form of Asset Review Report by the Asset Representations Reviewer
	EXHIBIT PP	 	Form of Asset Review Report Summary
	EXHIBIT QQ	 	Asset Review Procedures
	EXHIBIT RR	 	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	EXHIBIT SS	 	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	EXHIBIT TT	 	Form of Notice of Exchange of Class A-3FL Certificates for Class A-3FX Certificates
	EXHIBIT UU	 	Class A-3FL Swap Contract





 






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	SCHEDULES	 	 
	 	 	 
	SCHEDULE 1	 	Mortgage Loans With Additional Debt
	SCHEDULE 2	 	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	 	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves exceeding 10% of the Initial Principal Balance







 






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This Pooling and Servicing
Agreement is dated and effective as of February 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided
herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust
(exclusive of the Class A-3FX Regular Interest, the Swap Contract, the Class A-3FX Regular Interest Distribution Account and the
Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal income tax purposes as two separate
real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC”,
and each a “Trust REMIC” as described herein).


 


In addition, the
parties intend that the portions of the Trust Fund consisting of (i) the Class V Specific Grantor Trust Assets, (ii) the
Class A-3FX Regular Interest (and distributions thereon), the Swap Contract (and payments by the Swap Counterparty
thereunder), and (iii) amounts held from time to time in the Class A-3FX Regular Interest Distribution Account) that
represent distributions on the Class A-3FX Regular Interest and payments by the Swap Counterparty under the Swap Contract,
shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes (the
“Grantor Trust”). Solely for tax purposes, the Class V Certificates shall represent undivided beneficial
interests in the portion of the Grantor Trust consisting of the Class V Specific Grantor Trust Assets as described herein.
The Class A-3FX Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of
the Class A-3FX Specific Grantor Trust Assets as described herein. The Class A-3FL Certificates shall represent undivided
beneficial interests in a portion of the Grantor Trust consisting of the Class A-3FL Specific Grantor Trust Assets as
described herein. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to
ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under
federal income tax law and not be treated as part of either Trust REMIC.


 


The Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchasers.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LA3, Class LA3FX, Class
LA4,


 



    	 



    	 



    

 


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


 


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


 


	Class
                                         Designation
	 	Interest
                                         Rate
	 	Original
                                         Lower-Tier
 Principal Amount



	Class LA1	 	(1)	 	$	40,045,000	 
	Class LA2	 	(1)	 	$	45,913,000	 
	Class LA3	 	(1)	 	$	160,000,000	 
	Class LA3FX	 	(1)	 	$	75,000,000	 
	Class LA4	 	(1)	 	$	284,738,000	 
	Class LASB	 	(1)	 	$	66,289,000	 
	Class LAS	 	(1)	 	$	77,999,000	 
	Class LB	 	(1)	 	$	64,798,000	 
	Class LC	 	(1)	 	$	34,800,000	 
	Class LD	 	(1)	 	$	38,399,000	 
	Class LE	 	(1)	 	$	23,999,000	 
	Class LF	 	(1)	 	$	12,000,000	 
	Class LG	 	(1)	 	$	35,999,761	 
	Class LR	 	None(2)	 	 	None	 


 





 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A,
Class X-E, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F and Class G Certificates and
the Class A-3FX Regular Interest, each of which is a “regular interest” in the Upper-Tier REMIC created hereunder.
The Upper-Tier REMIC also will issue the uncertificated Class UR Interest, which is the sole Class of “residual interests”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 






    	-2-



    	 



    

 


THE GRANTOR TRUST


 


The Class A-3FL, A-3FX
and Class V Certificates shall represent undivided beneficial interests in the portions of the Grantor Trust consisting of the
assets set forth opposite such Classes in the following table, in each case as described herein. As provided herein, the Certificate
Administrator shall not take any actions that would cause the portion of the Trust Fund consisting of the Grantor Trust (i) to
fail to maintain its status as a “grantor trust” under federal income tax law or (ii) to be treated as part of any
Trust REMIC.


 


	
        Class Designation
	 	
        Corresponding Grantor Trust
Assets

	Class A-3FL	 	Class A-3FL Specific Grantor Trust Assets
	Class A-3FX	 	Class A-3FX Specific Grantor Trust Assets
	Class V	 	Class V Specific Grantor Trust Assets


 


THE CERTIFICATES


 


The following table (and
related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”) and the aggregate
initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original Notional
Amount”), as applicable, for each Class of Certificates and the Class A-3FX Regular Interest:


 


	Class of Certificates or
Regular Interest
	 	Initial
                                         Pass-

                                         Through Rate
	 	Original

                                         Certificate

                                         Balance or

                                         Notional Amount

	Class A-1 Certificates	 	1.5770%	 	$40,045,000
	Class A-2 Certificates	 	2.6960%	 	$45,913,000
	Class A-3 Certificates	 	3.2940%	 	$160,000,000
	Class A-3FX Regular Interest(1)	 	3.4240%	 	$75,000,000(2)
	Class A-3FL
    Certificates(1)	 	LIBOR plus 1.4200%	 	$75,000,000(2)
	Class A-3FX
    Certificates(1)	 	3.4240%	 	0(2)
	Class A-4 Certificates	 	3.5600%	 	$284,738,000
	Class A-SB Certificates	 	3.3240%	 	$66,289,000
	Class X-A Certificates	 	1.3699%(3)	 	$749,984,000(4)
	Class X-E Certificates	 	1.7657%(3)	 	$23,999,000(4)
	Class X-F Certificates	 	1.7657%(3)	 	$12,000,000(4)
	Class X-G Certificates	 	1.7657%(3)	 	$35,999,761(4)
	Class A-S Certificates	 	3.9520%	 	$77,999,000
	Class B Certificates	 	4.7207%	 	$64,798,000
	Class C Certificates	 	4.7207%	 	$34,800,000
	Class D Certificates	 	3.7880%	 	$38,399,000
	Class X-D Certificates	 	0.9327%(3)	 	$38,399,000(4)
	Class E Certificates	 	2.9550%	 	$23,999,000
	Class F Certificates	 	2.9550%	 	$12,000,000
	Class G Certificates	 	2.9550%	 	$35,999,761
	Class R Certificates	 	None(5)	 	N/A
	Class V Certificates	 	None(5)	 	N/A


 



    	-3-



    	 



    

  


 














		(1)	The
                                         Class A-3FX Regular Interest will be uncertificated and will be transferred to the Trust
                                         on the Closing Date, and the Trust will issue the Class A-3FL and Class A-3FX Certificates
                                         in exchange therefor, and in the case of the Class A-3FL Certificates, in exchange for
                                         the Swap Contract.



 


		(2)	The
                                         Original Certificate Balance of the Class A-3FX Certificates will be $0 and the Original
                                         Certificate Balance of the Class A-3FL Certificates will be $75,000,000; provided that, following the Closing Date, the Original Certificate Balances of the Class
                                         A-3FX Certificates and Class A-3FL Certificates will be subject to exchanges of Class
                                         A-3FL Certificates for Class A-3FX Certificates pursuant to Section 5.09 hereof.



 


		(3)	The
                                         Pass-Through Rate for the Class X-A, Class X-D, Class X-E, Class X-F and Class X-G Certificates
                                         will be calculated in accordance with the definition of “Class X-A Pass-Through
                                         Rate”, “Class X-D Pass-Through Rate”, “Class X-E Pass-Through
                                         Rate”, “Class X-F Pass-Through Rate” and “Class X-G Pass-Through
                                         Rate”, respectively.



 


		(4)	None
                                         of the Class X-A, Class X-D, Class X-E, Class X-F and Class X-G Certificates will have
                                         a Certificate Balance; rather, such Classes will accrue interest as provided herein on
                                         the Class X-A Notional Amount, the Class X-D Notional Amount, the Class X-E Notional
                                         Amount, the Class X-F Notional Amount or the Class X-G Notional Amount, as applicable.



 


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



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $959,979,761.


 


The 10 South LaSalle
Street Pari Passu Companion Loan and any AB Subordinate Companion Loan (each a “Companion Loan” and collectively,
the “Companion Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that
secures the related Mortgage Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other
than any Non-Serviced Companion Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable
to any Companion Loan will not be part of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable
to any party to this Agreement) will be owned by the related Companion Holders.


 


The 10 South LaSalle
Street Whole Loan consists of the 10 South LaSalle Street Mortgage Loan and the 10 South LaSalle Street Pari Passu Companion Loan.
The 10 South LaSalle Street Mortgage Loan and the 10 South LaSalle Street Pari Passu Companion Loan are pari passu with
each other. The 10 South LaSalle Street Mortgage Loan is part of the Trust Fund. The 10 South LaSalle Street Pari Passu Companion
Loan is not part of the Trust Fund. The 10 South LaSalle Street Mortgage Loan and the 10 South LaSalle Street Pari Passu Companion
Loan will be serviced and administered in accordance with this Agreement and the 10 South LaSalle Street Intercreditor Agreement.


 


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


 






    	-4-



    	 



    

 


Article
I



DEFINITIONS


 


Section 1.01     Defined
Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized terms, unless
the context otherwise requires, shall have the meanings specified in this Article.


 


“10-K Filing
Deadline”: As defined in Section 11.05(a).


 


“10 South LaSalle
Street Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of December 31, 2015, by and between the
holder of the 10 South LaSalle Street Pari Passu Companion Loan and the holder of the 10 South LaSalle Street Mortgage Loan, relating
to the relative rights of such holders of the 10 South LaSalle Street Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“10 South LaSalle
Street Mortgage Loan”: With respect to the 10 South LaSalle Street Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is
pari passu in right of payment with the 10 South LaSalle Street Pari Passu Companion Loan to the extent set forth in the
10 South LaSalle Street Intercreditor Agreement.


 


“10 South LaSalle
Street Mortgaged Property”: The Mortgaged Property that secures the 10 South LaSalle Street Whole Loan.


 


“10 South LaSalle
Street Pari Passu Companion Loan”: With respect to the 10 South LaSalle Street Whole Loan, the Companion Loan evidenced
by the related promissory note made by the related Mortgagor and secured by the Mortgage on the 10 South LaSalle Street Mortgaged
Property, which is not included in the Trust and which is pari passu in right of payment to the 10 South LaSalle Street Mortgage
Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 10 South LaSalle Street Intercreditor
Agreement.


 


“10 South LaSalle
Street Whole Loan”: The 10 South LaSalle Street Mortgage Loan, together with the 10 South LaSalle Street Pari Passu Companion
Loan, each of which is secured by the same Mortgage on the 10 South LaSalle Street Mortgaged Property. References herein to the
10 South LaSalle Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 10 South LaSalle Street
Mortgage Loan and the 10 South LaSalle Street Pari Passu Companion Loan.


 


“10 South LaSalle
Street Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include
the 10 South LaSalle Street Pari Passu Companion Loan.


 


“15Ga-1 Notice”:
As defined in Section 2.02(g).


 


“15Ga-1 Repurchase
Request”: As defined in Section 2.02(g).


 






    	-5-



    	 



    

 


“17g-5 Information
Provider”: The Certificate Administrator.


 


“17g-5 Information
Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located
within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO” tab
on the page relating to this transaction.


 


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


 


“AB Control
Appraisal Period”: With respect to any AB Subordinate Companion Loan, the period during which (a)(i) the initial principal
balance of such AB Subordinate Companion Loan minus (ii) the sum of (x) any payments of principal allocated to, and received on,
such AB Subordinate Companion Loan, (y) any Appraisal Reduction Amounts for the related AB Whole Loan that are allocated to such
AB Subordinate Companion Loan and (z) any losses realized with respect to the related Mortgaged Property or AB Whole Loan that
are allocated to such AB Subordinate Companion Loan, is less than (b) 25% of the remainder of the (i) initial principal balance
of such AB Subordinate Companion Loan less (ii) any payments of principal allocated to, and received by, the holders of such AB
Subordinate Companion Loan. With respect to any AB Whole Loan, the period during which the holder of the related AB Subordinate
Companion Loan is the AB Whole Loan Controlling Holder.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. For the avoidance of doubt, there is no AB Intercreditor Agreement under this Agreement.


 


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund. For the avoidance of doubt, there is no AB Mortgage Loan under this Agreement.


 


“AB Mortgaged
Property”: The Mortgaged Property which secures the related AB Whole Loan.


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, there is no AB Subordinate Companion
Loan under this Agreement.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance of doubt, there is
no AB Whole Loan under this Agreement.


 






    	-6-



    	 



    

 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to
maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance
policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist
or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default
the applicable Master Servicer and the applicable Special Servicer may forbear taking any enforcement action, provided that
the Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and (unless
a Control Termination Event has occurred and is continuing (or other than with respect to any Excluded Loan), with the consent
of the Directing Certificateholder (and after a Control Termination Event has occurred, but prior to the occurrence of a Consultation
Termination Event (or other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder as
provided in Section 6.08 hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal
Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor
Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the
time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which
such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided, however,
that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior
to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) will not have more than thirty
(30) days to respond to the Special Servicer’s request for such consent or consultation; provided, further,
that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not
allow the Special Servicer to consult with the Directing Certificateholder or any applicable AB Whole Loan Controlling Holder,
as applicable, the Special Servicer is not required to do so. The applicable Master Servicer (at its own expense) and the applicable
Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations
described above.


 


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


 


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


 


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


 


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by


 



    	-7-



    	 



    

 


the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto,
as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents
(including any Intercreditor Agreement or subordination agreement).


 


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


 


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


 


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


 


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


 


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


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-8-



    	 



    

 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention of the
Trustee and the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the
appropriate taxing authority as to the applicability of such state or local tax laws.


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related
financial transactions, as amended from time to time. Any Appraisal ordered by the applicable Master Servicer or applicable Special
Servicer shall be performed by an Independent MAI-designated appraiser.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable
Special Servicer (prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan or Whole
Loan other than an Excluded Loan) in consultation with the Directing Certificateholder, and, after the occurrence and during the
continuance of a Control Termination Event, in consultation with the Directing Certificateholder (only with respect to a Mortgage
Loan or Whole Loan other than an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance
of a Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination Date that is at
least ten (10) Business Days following the date on which the applicable Special Servicer receives an Appraisal or conducts a valuation
described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance
of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged
Property as determined (1) by one or more Appraisals obtained by the applicable Special Servicer with respect to any Mortgage Loan
(together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be,
with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the applicable Master
Servicer as an Advance) or (2) by an internal valuation performed by the applicable Special Servicer (or at the applicable Special
Servicer’s election, by one or more MAI appraisals obtained by such Special Servicer) with respect to any Mortgage Loan (together
with any other Mortgage Loan cross collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an
outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the applicable
Special Servicer may make (without implying any


 



    	-9-



    	 



    

 


obligation to do so) based upon its review of the Appraisal and any other information
it deems relevant; provided that, in the case of an NCB Co-op Mortgage Loan, such Appraised Value shall be determined (i)
except as provided in clause (iii) below, in the case of each Mortgaged Property other than the Mortgaged Loan listed in the Mortgage
Loan Schedule as “Gill Park Cooperative”, assuming such Mortgaged Property is operated as a residential cooperative
with such value, in general, to equal the sum of (x) the gross sellout value of all cooperative units in such Mortgage Loan (applying
a discount for units that are subject to existing rent regulated or rent controlled rental tenants as and if deemed appropriate
by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (y) the amount
of the underlying debt encumbering such residential cooperative property, (ii) in the case of the Mortgaged Loan listed in the
Mortgage Loan Schedule as “Gill Park Cooperative”, assuming such Mortgaged Property is operated as a multifamily rental
property and (iii) if the applicable Special Servicer determines, in accordance with the Servicing Standard, that there is no reasonable
expectation that the related Mortgaged Property will be operated as a residential cooperative following any work-out or liquidation
of the related Mortgage Loan, assuming such Mortgaged Property is operated as a multifamily rental property and (B) all escrows,
letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation
over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously
advanced by the applicable Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan,
as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any AB Whole Loan, any accrued and unpaid
interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and
all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such
Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage
Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums,
ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or
not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums,
ground rents and other amounts have not been the subject of an Advance by the applicable Master Servicer, the applicable Special
Servicer or the Trustee, as applicable); provided, however, that without limiting the applicable Special Servicer’s
obligation to order and obtain such Appraisal or perform such valuation, if the applicable Special Servicer has not obtained an
Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event
(or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction
Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120)
days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the
Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related
Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received
by the applicable Special Servicer and the Appraisal Reduction Amount is calculated as of the first Determination Date that is
at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the applicable Special
Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the applicable Master
Servicer as a Servicing Advance); provided,


 



    	-10-



    	 



    

 


further, however, that with respect to an Appraisal Reduction
Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the applicable Special Servicer shall order
and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause
(i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction
Event, the applicable Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90)
day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further,
however, that in no event shall the applicable Special Servicer be required to order any such Appraisal prior to the conclusion
of such sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal
shall be promptly delivered in electronic format by the applicable Special Servicer to the applicable Master Servicer, the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the
Trustee. In connection with any Appraisal Reduction Amount, the applicable Master Servicer shall provide the applicable Special
Servicer with the information as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any such request.
No Master Servicer will calculate Appraisal Reduction Amounts.


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section
4.05(a) hereof, the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1)
or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be
reduced to zero as of the date on which Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust
or as otherwise set forth in Section 4.05(d).


 


Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, and Serviced
Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of
any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan,
Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on
such Mortgage Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or Companion
Loan, as applicable (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage
Loan or Companion Loan, as applicable, by the applicable Special Servicer, (iii) thirty (30) days after the date on which a receiver
has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single
tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60) days
after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such
time, (vi) ninety (90) days after an uncured delinquency occurs in


 



    	-11-



    	 



    

 


respect of a Balloon Payment with respect to such Mortgage Loan
or Companion Loan, as applicable, except where a refinancing is anticipated within one hundred twenty (120) days after the Maturity
Date of the Mortgage Loan or Companion Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency,
and (vii) immediately after such Mortgage Loan or Companion Loan, as applicable, becomes an REO Loan; provided that the
thirty (30) day period referenced in clauses (iii) and clause (iv) shall not apply if the related Mortgage Loan is
a Specially Serviced Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at
any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The applicable
Special Servicer shall notify the applicable Master Servicer, the Directing Certificateholder, and the Operating Advisor, or the
applicable Master Servicer shall notify the applicable Special Servicer and the Operating Advisor, as applicable, promptly upon
such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal
following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


“Appraisal Review
Period”: As defined in Section 4.05(b)(ii).


 


“Appraised-Out
Class”: As defined in Section 4.05(b)(i).


 


“Appraised Value”:
(i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property and a Mortgaged Property securing an NCB
Co-op Mortgage Loan), the appraised value thereof as determined by the most recent Appraisal of the Mortgaged Property securing
the related Mortgage Loan, Serviced Whole Loan, or AB Whole Loan, as applicable, (ii) with respect to each Mortgaged Property securing
an NCB Co-op Mortgage Loan, the appraised value thereof based upon the most recent Appraisal obtained or conducted, as appropriate,
pursuant to this Agreement and determined as if such property were operated as a residential cooperative (such “Appraised
Value” generally equals the sum of (x) the gross sellout value of all cooperative units in such residential cooperative property
(applying a discount for units that are subject to existing rent-regulated or rent-controlled rental tenants as and if deemed appropriate
by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (y) the amount
of the underlying debt encumbering such residential cooperative property) and (iii) with respect to a Non-Serviced Mortgaged Property,
the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced PSA.


 


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


 


“Arbitration
Services Provider”: As defined in Section 2.03(n)(i).


 


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


 


“Asset Representations
Reviewer”: Pentalpha Surveillance LLC, and its successors-in-interest.


 


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


 


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


 






    	-12-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Asset Review
Report”: As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset
Review substantially in the form attached hereto as Exhibit OO.


 


“Asset Review
Report Summary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of an Asset
Review Report substantially in the form attached hereto as Exhibit PP.


 


“Asset Review
Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in connection
with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the
facts and circumstances known to it at the time of such determination or assumption.


 


“Asset Review
Trigger”: Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of
the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2) at
least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal
balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of
all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust
as of the end of the applicable Collection Period.


 


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


 


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


 


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


 






    	-13-



    	 



    

 


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


 


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


 


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


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


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


 


(a)            the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion
of Loss of Value Payments deposited into the Collection Accounts pursuant to Section 3.05(g) of this Agreement) and any
REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master
Servicers pursuant to Section 3.17(a)) on deposit in the Collection Accounts (in each case, exclusive of any amount on deposit
in or credited to any portion of the Collection Accounts that is held for the benefit of the Companion Holders) as of the close
of business on the related P&I Advance Date, exclusive of (without duplication):


 






    	-14-



    	 



    

 


(i)            all
Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection
Period, excluding interest relating to payments prior to, but due after, the Cut-off Date;


 


(ii)           all
unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related
Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries,
in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each
Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to
the Mortgage Loans;


 


(iii)          (A)
all amounts payable or reimbursable to any Person from the Collection Accounts pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier
REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C)
any Net Investment Earnings contained therein;


 


(iv)          with
respect to the Actual/360 Mortgage Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each
February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final
Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the
Due Date in the month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such
amounts are Withheld Amounts;


 


(v)           all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class V Certificates);


 


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


 


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


 


(viii)        any
Penalty Charges allocable to the Mortgage Loans;


 


(b)          if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Accounts allocable
to the Mortgage Loans to the Collection Accounts for such Distribution Date pursuant to Section 3.14(c);


 


(c)          the
aggregate amount of any Compensating Interest Payments made by the Master Servicers in respect of the Mortgage Loans with respect
to such Distribution Date and P&I Advances made by the Master Servicers or the Trustee, as applicable, with respect to the
Mortgage Loans and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset Representations
Reviewer Fee,


 



    	-15-



    	 



    

 


CREFC® Intellectual Property Royalty License Fee and Trustee Fee with respect to the Mortgage Loans
for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and


 


(d)            with
respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution
Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section
3.21(b).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Borrower
Party”: A borrower, a Mortgagor, a manager of a Mortgaged Property, the holder of a mezzanine loan that has
accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) 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 (iii) 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
or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, or any Borrower Party
Affiliate. For the avoidance of doubt, with respect to an NCB Co-op Mortgage Loan, a person shall not be considered an agent,
principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor or investor
in or of a borrower solely by reason of such person holding one or more cooperative unit loans that are secured by direct
equity interests in the related borrower or owning one or more residential cooperative units comprising the related Mortgaged
Property as a result of any foreclosure, transfer in lieu of foreclosure or other exercise of remedies with respect to any
such unit loan(s).


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or a mezzanine lender that has
accelerated the related mezzanine loan





 



    	-16-



    	 



    

 


 (unless (i) acceleration was automatic
under such mezzanine loan, (ii) 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 (iii) 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 or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan,
(a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or mezzanine
lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such
borrower, Mortgagor, manager or mezzanine lender, as applicable. For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Borrower-Related
Party”: As defined in Section 3.32(a).


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section
4(b) of the related Mortgage Loan Purchase Agreement.


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, New York, California, or the
city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator, or the principal place of business
or principal commercial mortgage loan servicing office of either Master Servicer or either Special Servicer is located, or the
New York Stock Exchange or the Federal Reserve System of the United States of America are authorized or obligated by law or executive
order to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C32, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed
hereunder. Wells Fargo Bank, National Association shall perform the certificate administrator role through its Corporate Trust
Services division.


 


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate
Administrator shall pay the Trustee Fee to the Trustee.


 






    	-17-



    	 



    

 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00630%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at “www.ctslink.com”.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates and the Class A-3FX Regular Interest, (i) on or
prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such Class as specified in the Preliminary
Statement hereto and (ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class
of Principal Balance Certificates or the Class A-3FX Regular Interest on the Distribution Date immediately prior to such date of
determination (determined as adjusted pursuant to Section 1.02(iii)). The aggregate Certificate Balance of the Class A-3FL
and Class A-3FX Certificates shall be equal at all times to the Certificate Balance of the Class A-3FX Regular Interest.


 


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class R and Class V Certificates), as of any date
of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then related
Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.


 


“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to
Section 5.03(a).


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by either Master Servicer,
either Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by the General Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the General Special Servicer
or such Affiliate solely with respect to any related Excluded Special Servicer


 



    	-18-



    	 



    

 


Loan), and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent,
approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall
not apply in the case of either Master Servicer, either Special Servicer (including, for the avoidance of doubt, any Excluded Special
Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such
Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its
obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review (with respect to
an Asset Review and any Mortgage Loan Seller, solely with respect to such Mortgage Loan); provided, further, that
so long as there is no Servicer Termination Event with respect to a Master Servicer or a Special Servicer, as applicable, such
Master Servicer and such Special Servicer or any such Affiliate thereof shall be entitled to exercise such Voting Rights with respect
to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations
or liabilities hereunder; and provided, further, that such restrictions shall not apply to (i) the exercise of either
Special Servicer’s, either Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates
as a member of the Controlling Class or (ii) any Affiliate of the Depositor, either Master Servicer, either Special Servicer, the
Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence
of certain policies and procedures restricting the flow of information between it and the Depositor, such Master Servicer, such
Special Servicer, the Trustee or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall
each be entitled to request and rely upon a certificate of any Master Servicer, any Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights
through the Depository and the Depository Participants, except as otherwise specified herein; provided, however,
that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person
in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular
Interests for the benefit of the Certificateholders.


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 






    	-19-



    	 



    

 


“Class”:
With respect to any Certificates, the Class A-3FX Regular Interest or the Lower-Tier Regular Interests, all of the Certificates
bearing the same alphabetical (and, if applicable, numerical) Class designation, the Class A-3FX Regular Interest and each designated
Lower-Tier Regular Interest.


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-3FL, Class A-3FX, Class A-4, Class A-SB and Class A-S Certificate.


 


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


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.5770%.


 


“Class A-2 Certificate”:
A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.6960%.


 


“Class A-3 Certificate”:
A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.2940%.


 


“Class A-3FL
Certificate”: A Certificate designated as “Class A-3FL” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing an undivided beneficial interest in the portion of the Grantor Trust consisting of the Class A-3FL Specific
Grantor Trust Assets and the proceeds thereof.


 


“Class A-3FL
Exchange Date”: As defined in Section 5.09(b).


 


“Class A-3FL
Exchange Notice”: As defined in Section 5.09(a)(iv).


 


“Class A-3FL
Fixed Swap Payment”: With respect to any Distribution Date, the sum of the “Fixed Amount” and any “Additional
Fixed Amount II” required to be paid to the Swap Counterparty by the Trust under the Class A-3FL Swap Contract.


 


“Class A-3FL
Floating Swap Payment”: With respect to any Distribution Date, the sum of the “Floating Amount” and any “Additional
Floating Amount” required to be paid to the Trust by the Swap Counterparty under the Class A-3FL Swap Contract.


 


“Class A-3FL
Interest Distribution Amount”: With respect to any Distribution Date and the Class A-3FL Certificates, (A) the sum of
(i) the interest accrued during the related


 



    	-20-



    	 



    

 


Interest Accrual Period at the Pass-Through Rate with respect to the Class A-3FL Certificates
applicable for such Distribution Date on the Certificate Balance outstanding immediately prior to such Distribution Date of such
Class and (ii) the Interest Shortfall, if any, with respect to the Class A-3FL Certificates for such Distribution Date, less (B)
any Excess Prepayment Interest Shortfall allocated to the Class A-3FL Certificates on such Distribution Date; provided,
however, that if a Class A-3FL Swap Conversion Event has occurred and is continuing, then interest on the Class A-3FL Certificates
will accrue at the Pass-Through Rate applicable to the Class A-3FX Regular Interest for purposes of clause (A)(i) of this
definition.


 


“Class A-3FL
Net Swap Payment”: With respect to the related Interest Accrual Period, the excess, if any, of (i) the Class A-3FL Fixed
Swap Payment over (ii) the Class A-3FL Floating Swap Payment.


 


“Class A-3FL
Pass-Through Rate”: With respect to any Distribution Date for which a Class A-3FL Swap Conversion Event has not occurred
and is not continuing, a per annum rate equal to LIBOR plus 1.4200%, and with respect to any Distribution Date on which
a Class A-3FL Swap Conversion Event has occurred and is continuing, a per annum rate equal to the Class A-3FX Regular Interest
Pass-Through Rate; provided, further, that if such per annum rate is determined to be below zero, the per
annum rate will be deemed to be zero.


 


“Class A-3FL
Percentage Interest”: As of any date of determination, with respect to the Class A-3FL Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class A-3FL Certificates on such date, and the denominator
of which is the Certificate Balance of the Class A-3FX Regular Interest on such date.


 


“Class A-3FL
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class
A-3FL Percentage Interest and (ii) the Class A-3FX/A-3FL Principal Distribution Amount for such Distribution Date.


 


“Class A-3FL
Specific Grantor Trust Assets”: The portion of the Trust consisting of: (i) the Class A-3FL Percentage Interest of the
Class A-3FX Regular Interest, (ii) the Class A-3FL Swap Contract and (iii) the Class A-3FL Sub-Account and amounts held from time
to time in the Class A-3FL Sub-Account that represent distributions of the Class A-3FL Percentage Interest in the Class A-3FX Regular
Interest and payments received from the Swap Counterparty under the Class A-3FL Swap Contract.


 


“Class A-3FL
Sub-Account”: As defined in Section 3.04(g).


 


“Class A-3FL
Swap Contract”: With respect to the Class A-3FL Certificates, the 1992 ISDA Master Agreement, together with the related
schedule and confirmation thereto (including questionnaires), dated as of February 18, 2016, by and among the Swap Counterparty
and the Certificate Administrator, solely in its capacity as Certificate Administrator, on behalf of the Trust (a copy of which
is attached hereto as Exhibit UU).


 


“Class A-3FL
Swap Conversion Event”: Either (a) a failure on the part of the Swap Counterparty to make a required payment to the Trust
under the Class A-3FL Swap Contract or (b) an early termination date is designated under the Class A-3FL Swap Contract in


 



    	-21-



    	 



    

 


accordance
with its terms and a replacement interest rate swap contract on substantially the same terms has not been entered into by the Trust.


 


“Class A-3FL
Swap Default”: Any (a) failure on the part of the Swap Counterparty to either (i) post acceptable collateral or (ii)
find an acceptable replacement swap counterparty after a Rating Agency Trigger Event has occurred as required by the Class A-3FL
Swap Contract, (b) failure on the part of the Swap Counterparty to make a required payment to the Trust under the Class A-3FL Swap
Contract, or (c) occurrence of any other event of default or termination event with respect to the Swap Counterparty under the
Class A-3FL Swap Contract in accordance with its terms.


 


“Class A-3FL
Swap Termination Payments”: Any termination payments payable by the Swap Counterparty to the Trust in connection with
the termination of the Class A-3FL Swap Contract in accordance with the terms of the Class A-3FL Swap Contract.


 


“Class A-3FX
Certificate”: A Certificate designated as “Class A-3FX” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing an undivided beneficial interest in the portion of the Grantor Trust consisting of the Class A-3FX Specific
Grantor Trust Assets and the proceeds thereof.


 


“Class A-3FX
Interest Distribution Amount”: With respect to any Distribution Date and the Class A-3FX Certificates, (A) the sum of
(i) the interest accrued during the related Interest Accrual Period at the Pass-Through Rate with respect to the Class A-3FX Certificates
applicable for such Distribution Date on the Certificate Balance outstanding immediately prior to such Distribution Date of such
Class and (ii) the Interest Shortfall, if any, with respect to the Class A-3FX Certificates for such Distribution Date, less (B)
any Excess Prepayment Interest Shortfall allocated to the Class A-3FX Certificates on such Distribution Date.


 


“Class A-3FX
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.4240%.


 


“Class A-3FX
Percentage Interest”: As of any date of determination, with respect to the Class A-3FX Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class A-3FX Certificates on such date, and the denominator
of which is the Certificate Balance of the Class A-3FX Regular Interest on such date.


 


“Class A-3FX
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class
A-3FX Percentage Interest and (ii) the Class A-3FX/A-3FL Principal Distribution Amount for such Distribution Date.


 


“Class A-3FX
Regular Interest”: The uncertificated interest corresponding to the Class A-3FX Certificates and the Class A-3FL Certificates
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-3FX
Regular Interest Distribution Account”: The trust account or accounts created and maintained as a subaccount of the Distribution
Account by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington


 



    	-22-



    	 



    

 


Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through
Certificates, Series 2016-C32, Class A-3FX Regular Interest Distribution Account” and which must be an Eligible Account (or
a subaccount of an Eligible Account). The Class A-3FX Regular Interest Distribution Account shall not be an asset of either Trust
REMIC, but rather shall be an asset of the Grantor Trust.


 


“Class A-3FX
Regular Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed
rate of 3.4240%.


 


“Class A-3FX
Specific Grantor Trust Assets”: The portion of the Trust consisting of: (i) the Class A-3FX Percentage Interest of the
Class A-3FX Regular Interest and (ii) the Class A-3FX Sub-Account and amounts held from time to time in the Class A-3FX Sub-Account
that represent distributions of the Class A-3FX Percentage Interest in the Class A-3FX Regular Interest.


 


“Class A-3FX
Sub-Account”: As defined in Section 3.04(g).


 


“Class A-3FX/A-3FL
Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal and/or
interest distributions, as well as any other distributions or reimbursements (other than Yield Maintenance Charges and Prepayment
Premiums), properly made on or in respect of the Class A-3FX Regular Interest with respect to such Distribution Date.


 


“Class A-3FX/A-3FL
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal distributed
pursuant to Section 4.01(a) in respect of the Class A-3FX Regular Interest on such Distribution Date.


 


“Class A-4 Certificate”:
A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.5600%.


 


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


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.9520%.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3240%.


 






    	-23-



    	 



    

 


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


 


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


 


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


 


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


 


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


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


 


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.7880% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class E Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.9550%.


 


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


 


“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.9550%.


 


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


 


“Class G Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.9550%.


 






    	-24-



    	 



    

 


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


 


“Class LA2 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA3 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA3FX
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA4 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


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


 


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


 


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


 


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


 


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


 



    	-25-



    	 



    

 


Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class X Certificates”:
The Class X-A, Class X-D, Class X-E, Class X-F and Class X-G Certificates, as the context may require.


 


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


 


“Class X-A Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates (other
than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest.


 






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“Class X-A Pass-Through
Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess, if any of (a)
the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates
on the Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest for
such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to the Distribution Date.
The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in
the Preliminary Statement hereto.


 


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


 


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


 


“Class X-D Pass-Through
Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal the excess, if any of (a)
the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class D Certificates.
The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate set forth in
the Preliminary Statement hereto.


 


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


 


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


 


“Class X-E Pass-Through
Rate”: The Pass-Through Rate for Class X-E Certificates for any Distribution Date will equal the excess, if any of (a)
the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class E Certificates.
The Pass-Through Rate applicable to the Class X-E Certificates for the initial Distribution Date shall be the rate set forth in
the Preliminary Statement hereto.


 


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


 


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


 


“Class X-F Pass-Through
Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date will equal the excess, if any of (a)
the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class F Certificates.
The Pass-Through Rate applicable to the Class X-F Certificates for the initial Distribution Date shall be the rate set forth in
the Preliminary Statement hereto.


 






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


 


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


 


“Class X-G Pass-Through
Rate”: The Pass-Through Rate for Class X-G Certificates for any Distribution Date will equal the excess, if any of (a)
the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class G Certificates.
The Pass-Through Rate applicable to the Class X-G Certificates for the initial Distribution Date shall be the rate set forth in
the Preliminary Statement hereto.


 


“Clearing Agency”:
An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing
Agency shall be DTC.


 


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


 


“Closing Date”:
February 18, 2016.


 


“Closing Date
Interest Deposit Amount”: $125,883.40.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by each Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which, with respect to the General Master Servicer,
shall be entitled “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial
Mortgage Pass-Through Certificates, Series 2016-C32, Collection Account” and, with respect to the NCB Master Servicer, shall
be entitled “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass
Through Certificates, Series 2016-C32, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject
to the related Intercreditor Agreement and taking into account that each Companion Loan is subordinate or pari passu, as
applicable, to the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount
described in the second paragraph of Section 3.04(b) that is part of the applicable Collection Account shall be for the
benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan
and shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust.


 






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“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a
Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring in
the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection
Period is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or Companion Loan relating to such
Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection
Period and not during any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells Fargo
Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating
to the Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Companion
Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor
Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an
Eligible Account. Notwithstanding the foregoing, if the General Master Servicer and the Companion Paying Agent are the same entity,
the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


“Companion Holders”:
Each of the holders of record of any Companion Loan.


 


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


 


“Companion Loan
Rating Agency”: Any NRSRO rating any class of Serviced Pari Passu Companion Loan Securities.


 


“Companion Paying
Agent”: With respect to the Serviced Companion Loans, if any, the General Master Servicer in its role as Companion Paying
Agent appointed pursuant to Section 3.27.


 


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


 


“Compensating
Interest Payments”: With respect to each Master Servicer, an aggregate amount as of any Distribution Date equal to the
lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments
received in respect of the Mortgage Loans (other than Non-Serviced Mortgage Loans) for which such Master Servicer is acting as
Master Servicer and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any
Mortgage Loan or related Serviced Pari Passu Companion Loan on which the applicable Special Servicer


 



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allowed a prepayment on a
date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of such Master
Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than any Non-Serviced
Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which such Master Servicer is acting as Master Servicer for
which Servicing Fees are being paid to such Master Servicer for such Collection Period, calculated at a rate of 0.00250% per
annum, (B) all Prepayment Interest Excesses received by such Master Servicer during such Collection Period with respect to
the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, the
related Serviced Pari Passu Companion Loan) for which such Master Servicer is acting as Master Servicer subject to such prepayment
and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to such Master Servicer for such
Collection Period received by such Master Servicer during such Collection Period with respect to the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) for which such Master Servicer is acting as Master Servicer or any related Serviced Pari Passu
Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset
of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect
to a Mortgage Loan as a result of either Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited
Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a
Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a
Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the applicable
Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or
with the consent of the applicable Special Servicer or, so long as no Control Termination Event has occurred and is continuing,
and only with respect to Mortgage Loans other than Excluded Loans, the Directing Certificateholder or (Z) in connection with the
payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the
related Distribution Date, such Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of
Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in connection
with such Prohibited Prepayments. No Master Servicer will be required to make any Compensating Interest Payment as a result of
any prepayments on Mortgage Loans for which it does not act as Master Servicer.


 


For the avoidance of
doubt, Compensating Interest Payments attributable to a Serviced Whole Loan shall be allocated among the related Mortgage Loan
and the related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal balances.


 


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


 



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clause (ii) shall
be deemed to have existed or be in continuance with respect to a successor Holder of Class F Certificates that has not irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided, however, that
a Consultation Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Certificates
other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the
Mortgage Loans.


 


“Control Eligible
Certificates”: Any of the Class F and Class G Certificates.


 


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


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Balance as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance
with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided, however,
that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced
to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class shall be the most
subordinate class among the Control Eligible Certificates that has a Certificate Balance greater than zero without regard to any
Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class G Certificates.


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-0113; (ii) with


 



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respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee WFCM 2016-C32; and (iii) for all other purposes, to the Certificate Administrator at 9062
Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), WFCM Commercial Mortgage Securities Trust
2016-C32, telecopy number (410) 715-2380.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal to 0.00050%
per annum.


 






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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update
File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan File) and nine surveillance
reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC®
REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI
Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have
a Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the CREFC® Investor
Reporting Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor
Reporting Package shall include the following nine templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC®
Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®
Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan
Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall
be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC®
IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such
information and containing such additional information or reports as may from time to time be approved by the CREFC®
for commercial mortgage backed securities transactions generally. For the purposes of the production of the CREFC®
Comparative Financial Status Report by the applicable Master Servicer or the applicable Special Servicer of any such report that
is required to state information for any period prior to the Cut-off Date, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error, on information provided
to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced by either Master Servicer,
by the applicable Special Servicer (if other than such Master Servicer or an Affiliate thereof) and (y) in the case of such a report
produced by either Special Servicer, by the applicable Master Servicer (if other than such Special Servicer or an Affiliate thereof).


 


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


 


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation


 



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of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced
Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®
in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information
called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for the presentation
of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


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


 


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


 


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


 


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


 






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“Crossed Mortgage
Loan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage loan, the underlying
group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual mortgage loans
that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted mortgage loans.
For the avoidance of doubt, there is no Crossed Mortgage Loan Group under this Agreement.


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and cross-defaulted
with one or more other mortgage loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there is no Crossed
Underlying Loan under this Agreement.


 


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


 






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


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator
shall be the initial Custodian. Wells Fargo Bank, National Association will
perform its duties as Custodian hereunder through its Document Custody division.


 


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


 


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


 


“Daily Mark”:
As defined in Section 3.34(h).


 


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


 


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


 


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


 






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


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to a Master Servicer, a Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered
public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf
of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable
reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh
(11th) calendar day of that month is not a Business Day, then the next Business Day, commencing in March 2016.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(x)          other
than with respect to an NCB Co-op Mortgage Loan, any property management agreement relating to a Mortgage Loan or a Serviced Whole
Loan;


 


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


 


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


 


(xiii)       any
related mezzanine intercreditor agreement;


 


(xiv)       all
related environmental reports; and


 


(xv)        all
related environmental insurance policies;


 


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


 


(c)            other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property) or an NCB Co-op
Mortgage Loan, copies of a rent roll;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(k)            a
copy of all zoning reports;


 


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


 


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


 


(n)            a
copy of all UCC searches;


 


(o)            a
copy of all litigation searches;


 


(p)            a
copy of all bankruptcy searches;


 


(q)            a
copy of any origination settlement statement;


 


(r)            a
copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


in each case, to the extent that the related
originator received such documents or information in connection with the origination of such Mortgage Loan. In the event any of
the items identified above were not included in connection with the origination of such Mortgage Loan (other than documents that
would not be included in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination
of a Mortgage Loan of that structure or type), the Diligence File shall include a statement to that effect. No information that
is proprietary to the related originator or Mortgage Loan Seller or any draft documents or


 



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privileged or internal communications
shall constitute part of the Diligence File. It is generally not required to include any of the same items identified above again
if such items have already been included under another clause of the definition of Diligence File, and the Diligence File shall
include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents
or information as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled
and identified.


 


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


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy
only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted
by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO Property other than through
an Independent Contractor; provided, however, that an REO


 



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Property shall not be considered to be Directly Operated
solely because the Trustee (or the applicable Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect
to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of


 



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the Code) with respect
to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as
defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based
upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any
Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise
be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in Section 7701 of the Code
or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Excess
Interest Distribution Account and the Class A-3FX Regular Interest Distribution Account (and in each case any subaccount thereof),
all of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in March 2016. The initial
Distribution Date shall be March 17, 2016.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 






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“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long -term deposit
rating or long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, if the deposits
are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term
rating of not less than “P-1” from Moody’s, if the deposits are to be held in such account for less than
thirty (30) days and (B) the long-term unsecured debt obligations of which are rated at least “A” by DBRS (if
then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include
Moody’s and/or KBRA) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in
such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less
than “R-1(middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by
at least two (2) NRSROs (which may include Moody’s and/or KBRA) or such other rating confirmed in a Rating Agency
Confirmation), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts
maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt rating shall be at least “A2” from Moody’s and “A” from DBRS (if then rated by
DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s
and/or KBRA) or such other rating confirmed in a Rating Agency Confirmation) or Wells Fargo Bank, National
Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1” from
Moody’s and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating
by at least two (2) NRSROs (which may include Moody’s and/or KBRA) or such other rating confirmed in a Rating Agency
Confirmation); (iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s)
set forth in the applicable clause, would be listed in clauses (i) – (ii) above, with respect to which a
Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the
applicable clause is not satisfied with respect to such account, which account may be an account maintained by or with the
Certificate Administrator, the Trustee, either Master Servicer or either Special Servicer; (iv) any other account or accounts
not listed in clauses (i) – (ii) above with respect to which a Rating Agency Confirmation has been
obtained from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
which account may be an account maintained by or with the Certificate Administrator, the Trustee, either Master Servicer or
either Special Servicer; (v) a segregated trust account or accounts maintained with the corporate trust department of a
federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least
“A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a
short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the
account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided
that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds
substantially similar to 12 C.F.R. § 9.10(b); or (vi) in the case of Servicing Accounts or reserve accounts with respect
to NCB


 



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Mortgage Loans with respect to amounts posted with the lender for Escrow Payments,
repairs, replacements, capital improvements and/or environmental testing and remediation with respect to the related Mortgaged
Property, for ongoing or threatened litigation or for any unit maintenance or rent receivables or negative carry, any account maintained
with NCB (provided that, if such account is not otherwise an Eligible Account, NCB has a combined capital and surplus of
at least $40,000,000). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P,
DBRS and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such
transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties
set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator,
either Master Servicer, either Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement
or the Directing Certificateholder or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration
by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or
otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


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


 



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the business of analyzing and advising
clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and
loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and experience in
the workout and management of distressed commercial real estate assets.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through
Certificates, Series


 



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2016-C32, Class V, Excess Interest Distribution Account”, and which must be an Eligible Account (or
a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders
of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall
be an asset of the Grantor Trust.


 


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


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment
of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional
expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or
reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master
Servicers and the Special Servicers, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0%
of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of
the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment)
with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


“Excess Prepayment
Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made
on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master Servicers’
Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable
to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer. Any Excess Prepayment Interest
Shortfalls allocated to the Class A-3FX Regular Interest as described in the definition of Interest Distribution Amount shall be
allocated between the Class A-3FX and the Class A-3FL


 



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Certificates based on the Class A-3FX Percentage Interest and Class A-3FL
Percentage Interest, respectively.


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any Controlling
Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan. Promptly
upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming an “Excluded
Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall
provide notice in the form of Exhibit P-1E hereto to the applicable Master Servicer, the applicable Special Servicer, the
Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with
Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded
Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a
notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated
with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded
Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this
Agreement. For the avoidance of doubt, if a Person is not an Excluded Controlling Class Holder, such Person is also not an Excluded
Holder. As of the Closing Date, there are no Excluded Controlling Class Holders related to the Trust.


 


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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which
shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially
Serviced Loans conducted by a Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports
delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination or any Appraisal
Reduction calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates
delivered by the Trustee, the applicable Master Servicer or the applicable Special Servicer, supporting any determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the applicable Special Servicer, the applicable Master Servicer or the Operating


 



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Advisor, as applicable, but in
each case other than information with respect to such Excluded Controlling Class Loan that is aggregated with information of other
Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor
Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any
Excluded Controlling Class Loan) shall not be considered “Excluded Information”. Each of the Master Servicers, the
Special Servicers or the Operating Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance
with Section 3.33 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 3.26 hereof.


 


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


 


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


 


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded
Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any Operating Advisor reports to the Certificate Administrator regarding an Excluded Special Servicer’s
net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and
Section 3.26(e), and any Officer’s Certificates delivered by the applicable Master Servicer or the applicable Excluded
Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other
information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the applicable
Master Servicer or the Operating Advisor, as applicable. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating
to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Final Recovery
Determination”: A reasonable determination by the applicable Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other
than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to
Section 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the applicable Special Servicer or other person pursuant to
Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the applicable Master
Servicer, the applicable Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant
to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue
and other payments or recoveries that, in the applicable Special Servicer’s judgment, which judgment was exercised without
regard to any obligation of such Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will
ultimately be recoverable. With respect to all Mortgage Loans other than Excluded Loans, prior to the occurrence and continuance
of any Control Termination Event, the Directing Certificateholder shall have ten (10) Business Days to review and approve each
such recovery determination by the applicable Special Servicer; provided, however, that if the Directing Certificateholder
fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination,
such consent shall be deemed given.


 


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


 






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“Floating-to-Fixed
Exchange Fee”: As defined in Section 5.09(b).


 


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


 


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


 


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


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32,
Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“General Special
Servicer”: Rialto Capital Advisors, LLC, a Delaware limited liability company, 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).


 


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


 


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


 


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


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified
pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically including,
without limitation, asbestos and asbestos-containing materials, polychlorinated


 



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biphenyls, radon gas, petroleum and petroleum products,
urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 


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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set
forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, either Master Servicer, any Companion Holder or the Trust, delivered to
the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicers), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that none of the Master Servicers nor the
Special Servicers shall be considered to be an Independent Contractor under the definition in this clause (i) unless an
Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person
(including a Master Servicer or a Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor
and


 



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the Master Servicers of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,
the Master Servicers, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insurance and
Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the applicable Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations
set forth in the related Intercreditor Agreement) and the REMIC Provisions.


 


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


 






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


 


“Intercreditor
Agreement”: Each of the 10 South LaSalle Street Intercreditor Agreement and any intercreditor agreement entered into
in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness
or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates and the Class A-3FX
Regular Interest, the amount of interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such
Class of Certificates or the Class A-3FX Regular Interest on the Certificate Balance or Notional Amount, as applicable, for
such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will be
made on 30/360 basis.


 


“Interest Accrual
Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs. With
respect to the Class A-3FL Certificates and any Distribution Date as to which no Class A-3FL Swap Conversion Event has occurred
and is continuing, the Interest Accrual Period will be the period from and including the Distribution Date in the month preceding
the month in which the related Distribution Date occurs (or in the case of the first Distribution Date, the Closing Date) to, but
excluding, the related Distribution Date, calculated assuming that each month has the actual number of days in such Interest Accrual
Period and each year has 360 days. With respect to the Class A-3FL Certificates and any Distribution Date as to which a Class A-3FL
Swap Conversion Event has occurred and is continuing, the Interest Accrual Period and calculation method for the Class A-3FL Certificates
shall be the same as for the Class A-3FX Regular Interest in the first sentence of this definition.


 


“Interest Distribution
Amount”: With respect to any Class of Regular Certificates and the Class A-3FX Regular Interest for any Distribution Date, an amount equal to (A) the sum of (i) the Interest Accrual Amount
with respect to such Class of Certificates or the Class A-3FX Regular Interest for such Distribution Date and (ii) the Interest
Shortfall, if any, with respect to such Class of Certificates or the Class A-3FX Regular Interest for such Distribution Date, less
(B) any Excess Prepayment Interest Shortfall allocated to such Class of Certificates or the Class A-3FX Regular Interest on such
Distribution Date. With respect to the Class A-3FL Certificates, the “Class A-3FL Interest Distribution Amount”. With
respect to the Class A-3FX Certificates, the “Class A-3FX Interest Distribution Amount”.


 


For purposes of clause
(B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of
Regular Certificates and the Class A-3FX Regular Interest in an amount
equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which
is the Interest Accrual Amount for such Class for such Distribution Date and the denominator of which is the aggregate Interest
Accrual Amounts for all Classes of Regular Certificates and
the Class A-3FX Regular Interest for such Distribution Date.


 



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“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Interest Reserve Account”, into
which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for (A) any Class of Regular Certificates and the Class A-3FX Regular Interest, the sum of (a) the portion of the Interest Distribution
Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent
permitted by applicable law, (i) other than in the case of Class X Certificates, one month’s interest on that amount
remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of
the Class X Certificates, one-month’s interest on that amount remaining unpaid at the Weighted Average Net Mortgage
Rate for such Distribution Date, (B) the Class A-3FL Certificates, the Class A-3FL Percentage Interest of the Interest
Shortfall for the Class A-3FX Regular Interest and (C) the Class A-3FX Certificates, the Class A-3FX Percentage Interest of
the Interest Shortfall for the Class A-3FX Regular Interest.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


“LEI”:
As defined in Section 3.34(g).


 


“LEI Maintenance
Amount”: As defined in Section 3.34(g).


 


“LIBOR”:
With respect to the Class A-3FL Certificates and each Interest Accrual Period, the rate for deposits in U.S. Dollars, for a period
equal to one month, which appears on the Reuters Screen LIBOR01 Page (or any successor page thereto) as of 11:00 a.m., London time,
on the related LIBOR Determination Date. If such rate does not appear on the Reuters Screen LIBOR01 Page (or any successor page
thereto), the rate for that Interest Accrual Period shall be determined on the basis of the rates at which deposits in U.S. Dollars
are offered by four major banks in the London interbank market selected by the Certificate Administrator to provide such bank’s
offered quotation of such rates at approximately 11:00 a.m., London time, on the related LIBOR Determination Date to prime banks
in the London interbank market for a period of one month, commencing on the first day of such Interest Accrual Period and in an
amount that is representative for a single such transaction in the relevant market at the relevant time. The Certificate Administrator
shall request the principal London office of each of such four banks to provide a quotation of its rate. If at least two such quotations
are provided, the rate for that Interest Accrual Period shall be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that Interest Accrual Period shall be the arithmetic mean of the rates quoted by major
banks in New York City selected by the Certificate Administrator, at approximately 11:00 a.m., New York City time, on the first
day of such Interest Accrual Period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing
on the first day of such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant
market at the relevant time. The Certificate Administrator shall determine LIBOR for each Interest Accrual Period and the determination
of LIBOR by the Certificate Administrator shall be binding absent manifest error. LIBOR for the initial Interest Accrual Period
shall be 0.42950%.


 


“LIBOR Business
Day”: Any day on which commercial banks are open for international business (including dealings in U.S. Dollar deposits)
in London, England.


 



“LIBOR Determination
Date”: With respect to the Class A-3FL Certificates, (i) with respect to the initial Interest Accrual Period, the date
that is two (2) LIBOR Business Days prior to the Closing Date, and (ii) with respect to each Interest Accrual Period thereafter,


 






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the
date that is two (2) LIBOR Business Days prior to the beginning of the related Interest Accrual Period.


 


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


 


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


 


“Liquidation
Fee”: A fee payable to the applicable Special Servicer with respect to each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgaged Property) as to which such Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect
to the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been
paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted
payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and
expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case
may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially
Serviced Loan by either Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder
or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing Certificateholder
or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the applicable Special Servicer delivers
to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan,
such Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder
or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or any
substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended
Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during
that 


 



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period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect
to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach
of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing
Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination
of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party to
the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization; or (e)
if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described
in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received
within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced
or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses
(a) through (e) above, each Special Servicer may still collect and retain a Liquidation Fee and similar fees from the
related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided that the Liquidation
Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf
of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property
and received by the applicable Special Servicer as compensation within the prior twelve (12) months, but only to the extent those
fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection
with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment
within 90 days of receipt of notice of a breach (and giving effect to an extension period of 90 days).


 


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


 


“Liquidation
Proceeds”: Cash amounts received by or paid to either Master Servicer or either Special Servicer in connection with:
(i) the liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted
Loan or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms
and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a
Mortgagor; (iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant
to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 5
of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property by the Holders of
the majority of the Controlling Class, either Special Servicer, either Master Servicer or the Holders of the Class R Certificates
pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion
Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor 


 



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Agreement; or (vii) the
transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section
3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any)
payable to the applicable Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value
Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as
of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole Loan, as used
in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related
Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA3FX, Class LA4, Class LASB, Class LAS, Class
LB, Class LC, Class LD, Class LE, Class LF and Class LG Uncertificated Interests.


 


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


 






“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington


 






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Trust,
National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32,
Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Lower-Tier REMIC Distribution Account”. Any such account,
accounts or sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Master
Servicer”: With respect to (a) any Mortgage Loan (other than an NCB Mortgage Loan), any REO Property acquired by the
Trust with respect to a Mortgage Loan (other than an NCB Mortgage Loan) and any matters relating to the foregoing, the General
Master Servicer and (b) any NCB Mortgage Loan, any REO Property acquired by the Trust with respect to an NCB Mortgage Loan and
any matters relating to the foregoing, the NCB Master Servicer.


 


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


 


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


 


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


 


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


 


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


 



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


 






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Special Servicer, as applicable (other
than all assumption fees, assumption application fees, consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees
or Workout Fees).


 


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


 


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


 


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


 


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


 


(i)           the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 



(iii)         an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series
2016-C32” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note


 






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Holder” or
similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted to or to be submitted for recording);


 


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


 


(v)           an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32” (or in the
case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted
or to be submitted for recording);


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(xiv)        other
than with respect to the NCB Co-op Mortgage Loans, the original or a copy of any property management agreement relating to such
Mortgage Loan or Serviced Whole Loan;


 


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


 


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


 


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


 


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


 


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


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such
term shall not be deemed to include such documents and instruments required to be included therein unless they are actually received
by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of


 






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any
document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage
Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting
such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each
such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage
File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage
Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note),
(d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in
the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument
and the benefits intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such
record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively
and (II) any efforts undertaken by the Trustee, the applicable Master Servicer, or the applicable Special Servicer on its behalf
to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the applicable Master
Servicer or the applicable Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the
related Companion Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery
requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other
than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be
required or the requirements of clause (i) of the definition of “Mortgage File” shall otherwise be satisfied)
including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred
to in clauses (iii), (v), (vi), (vii), (ix) and (x) above as being in favor of the Trustee
shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable
Non-Serviced Trustee or a custodian on its behalf, and (f) in connection with any Non-Serviced Mortgage Loan, any and all document
delivery requirements with respect to the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage
Loan Purchase Agreement will be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the
applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing
such Mortgage Loan or shall otherwise satisfy the requirements of clause (i) of the definition of “Mortgage File”)
to the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced
PSA).


 


“Mortgage
Loan”: Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each
of which, for the purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying
Loan within any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 






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


 


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


 


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


 


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


 


(ii)          the
Mortgagor’s name;


 


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


 


(iv)         the
Mortgage Rate in effect at origination;


 


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


 


(vi)         the
original principal balance;


 


(vii)        the
Cut-off Date Balance;


 


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


 


(ix)          the
original and remaining amortization terms;


 


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


 


(xi)          the
applicable Servicing Fee Rate;


 


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


 


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


 





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


 






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


 


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


 


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


 


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


 


(xix)          number
of grace days;


 


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


 


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


 


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


 


(xxiii)        the
Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)        the
Administrative Cost Rate; and


 


(xxvii)       the
Due Date.


 


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


 


“Mortgage
Loan Seller”: Each of (i) Wells Fargo Bank, National Association, a national banking association, or its successor in
interest, (ii) Rialto Mortgage Finance, LLC, a Delaware limited liability company, or its successor in interest, (iii) NCB, a
national banking association, or its successor in interest, (iv) C-III Commercial Mortgage LLC, a Delaware limited liability company,
or its successor in interest and (v) Basis Real Estate Capital II, LLC, a Delaware limited liability company, or its successor
in interest.



 


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


 





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


 


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


 


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


 


“NCB”:
National Cooperative Bank, N.A., a national banking association, or its successor-in-interest.


 


“NCB
Co-op Mortgage Loan”: Any NCB Mortgage Loan (other than the Mortgage Loans identified as Loan Nos. 32, 66, 69, 76, 106
and 108 on the Mortgage Loan Schedule).


 


“NCB
Master Servicer”: NCB, or its successor-in-interest, or any successor NCB master servicer appointed as provided herein.


 


“NCB
Mortgage Loans”: Those Mortgage Loans sold to the Depositor pursuant to the related Mortgage Loan Purchase Agreement
by NCB and indicated as an NCB Mortgage Loan on the Mortgage Loan Schedule.


 


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


 


“NCB
Subordinate Debt Conditions”: With respect to an NCB Co-op Mortgage Loan and any encumbrance of the related Mortgaged
Property with a subordinate mortgage, the following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate
mortgage loan, to be secured by such subordinate mortgage is made by NCB or any Affiliate thereof (ii) such subordinate mortgage
is expressly made in compliance with the underwriting standards which NCB customarily employs in connection with making subordinate
mortgages for its own mortgage loan portfolio, (iii) the aggregate outstanding principal balance of the NCB Co-op Mortgage Loan,
any other existing loans secured by a mortgage then encumbering the related Mortgaged Property and the proposed new subordinate
mortgage loan shall not exceed 40% of the Appraised Value of the related Mortgaged Property, (iv) NCB or any Affiliate thereof
that originates the subordinate mortgage loan, executes and delivers to the Trustee for inclusion 


 






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in the Mortgage File an intercreditor
agreement and subordination agreement with respect to such subordinate mortgage in substantially the form of Exhibit LL
hereto or in such other form as shall be acceptable to the NCB Special Servicer and, unless a Control Termination Event has occurred
and is continuing, the Directing Certificateholder (other than with respect to an Excluded Loan) (provided that the Trustee
shall have no responsibility for determining the sufficiency or validity thereof), (v) if the subordinate mortgage loan will not
be a fully amortizing loan, the stated maturity date of the subordinate mortgage loan shall be no earlier than the maturity date
of the related NCB Co-op Mortgage Loan, (vi) the subordinate mortgage loan is made principally for the purpose of funding capital
expenditures, major repairs or reserves at or with respect to the Mortgaged Property in question, (vii) NCB or any Affiliate thereof
that originates the subordinate mortgage loan receives borrower legal opinions as to authority and enforceability customarily
required of borrowers in connection with the origination of similar mortgage loans; and (viii) the aggregate amount of subordinate
debt encumbering the Mortgaged Property in question (including the proposed new subordinate mortgage debt and any other existing
loans secured by a mortgage then encumbering the related Mortgaged Property, but excluding the Mortgage Loan in question) does
not exceed $7,500,000.


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other
than the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal
to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined without
regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the applicable
Master Servicer or the applicable Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving
the related Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest on the basis
of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates and the Weighted
Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due Date
will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day
year 


 






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consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect of such
Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided, further, that, with respect
to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January
and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap
year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined exclusive of any
Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution
Date), will be determined inclusive of the amounts withheld in the immediately preceding January and February, if applicable;
and provided, further, that, with respect to each Actual/360 Mortgage Loan and with respect to the Distribution
Date in March 2016, the Closing Date Interest Deposit Amount will be included in determining the Net Mortgage Rate. With respect
to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan
had remained outstanding.


 


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


 


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


 


“NMWHFIT”:
a “Non-Mortgage Widely-Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(12)
or successor provisions. “Non-Book Entry Certificates”: As defined in Section 5.02(c).


 


“Non-WFB
Mortgage Loan”: Each of the Mortgage Loans other than the WFB Mortgage Loans.


 


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


 






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“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the
reasonable judgment of the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, will
not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections
or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however, that the applicable
Special Servicer may, at its option (with respect to any Specially Serviced Loan), make a determination in accordance with the
Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall
deliver to the applicable Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect
to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate
Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination
may be conclusively relied upon by, but shall not be binding upon, the applicable Master Servicer and the Trustee, provided,
however, that such Special Servicer shall have no such obligation to make an affirmative determination that any P&I
Advance is or would be recoverable and in the absence of a determination by such Special Servicer that such P&I Advance is
or would be a Nonrecoverable P&I Advance, such decision shall remain with the applicable Master Servicer or Trustee, as applicable.
If a Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance
is a Nonrecoverable P&I Advance, the applicable Master Servicer and the Trustee shall have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance.
With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal
and interest advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination
shall not be binding on the applicable Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect
to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the applicable
Master Servicer, the applicable Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect
to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding
on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with
respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability
determination, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, will be entitled
(a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion
Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current
conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case
of the applicable Master Servicer or the applicable Special Servicer or in its good faith business judgment in the case of the
Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse changes with respect to such
Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the applicable Master
Servicer and the applicable Special 


 






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Servicer or in its good faith business judgment in the case of the Trustee, solely in its
capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard
in the case of the applicable Master Servicer and the applicable Special Servicer or in its good faith business judgment in the
case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard
to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred
or delayed by the applicable Master Servicer, in light of the fact that related proceeds are a source of recovery not only for
the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any
Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence
of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement
of which, at the time of such consideration, is being deferred or delayed by a Master Servicer or the Trustee because there is
insufficient principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source
of recovery not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may
update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an
Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the applicable Master Servicer
or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense
of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability
determination. Absent bad faith, the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s
determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination
by the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I
Advance has been made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any
updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the
applicable Special Servicer or the applicable Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to
any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating
Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the applicable Master
Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced
Mortgage Loan, any Other Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and
the considerations of the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, forming the
basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent
rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules), occupancy status, property inspections and any other
information used by such Master Servicer, such Special Servicer or the Trustee, as applicable, to make such determination and
shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled
to conclusively rely on the applicable Master Servicer’s or the applicable Special Servicer’s determination that a
P&I Advance is or would be 


 






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nonrecoverable, and each Master Servicer shall be entitled to conclusively rely on the applicable
Special Servicer’s determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized
Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan.


 


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


 






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Servicer or the Trustee, as the case may be, that a Nonrecoverable
Servicing Advance has been made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance,
or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either
the applicable Special Servicer or the applicable Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to
any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating
Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the applicable Master
Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced
Mortgage Loan, any Other Servicer); provided, however, that the applicable Special Servicer may, at its option (with
respect to any Specially Serviced Loan) make a determination in accordance with the Servicing Standard, that any Servicing Advance
previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the applicable Master Servicer
(and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating
Advisor and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon
by, but shall not be binding upon, the applicable Master Servicer and the Trustee, provided, however, that the applicable
Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be
recoverable and in the absence of a determination by the applicable Special Servicer that such Servicing Advance is or would be
a Nonrecoverable Servicing Advance, such decision shall remain with the applicable Master Servicer or the Trustee, as applicable.
If the applicable Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed
Servicing Advance is a Nonrecoverable Servicing Advance, the applicable Master Servicer and the Trustee shall each have the right
to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, forming
the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules), occupancy status, property inspections and any
other information used by such Master Servicer, such Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged
Property). The applicable Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with
any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing
Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively
rely on the applicable Master Servicer’s or the applicable Special Servicer’s determination that a Servicing Advance
is or would be nonrecoverable, and the applicable Master Servicer shall be entitled to conclusively rely on the applicable Special
Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the
contrary, if the applicable Special Servicer requests that the applicable Master Servicer make a Servicing Advance, such Master
Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided,


 






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however, that such Special Servicer shall not be entitled to make such a request more frequently than once per calendar
month with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing
Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account
the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any
servicing advance or property protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan
shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case
may be, pursuant to the related Non-Serviced PSA.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-E, Class X-F, Class X-G,
Class A-3FX, Class A-3FL, Class D, Class E, Class F, Class G, Class R or Class V Certificate.


 


“Non-Serviced
Companion Loan”: Any Companion Loan which is serviced under a Non-Serviced PSA. For the avoidance of doubt, there is
no Non-Serviced Companion Loan related to the Trust.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Any Intercreditor Agreement related to a Non-Serviced Whole Loan. For the avoidance of doubt,
there is no Non-Serviced Intercreditor Agreement related to the Trust.


 


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


 


“Non-Serviced
Mortgage Loan”: Any Mortgage Loan which is serviced under a Non-Serviced PSA. For the avoidance of doubt, there is no
Non-Serviced Mortgage Loan related to the Trust.


 


“Non-Serviced
Mortgaged Property”: Any Mortgaged Property that secures a related Non-Serviced Whole Loan. For the avoidance of doubt,
there is no Non-Serviced Mortgaged Property related to the Trust.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” under a Non-Serviced PSA.

 


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


 






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“Non-Serviced
Primary Servicing Fee Rate”: The primary servicing fee rate with respect to a Non-Serviced Whole Loan under a Non-Serviced
PSA.


 


“Non-Serviced
PSA”: The pooling and servicing agreement under which a Non-Serviced Whole Loan is serviced. For the avoidance of doubt,
there is no Non-Serviced PSA related to the Trust.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Any Whole Loan serviced pursuant to a Non-Serviced PSA. For the avoidance of doubt, there is no Non-Serviced
Whole Loan related to the Trust.


 


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


 


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


 


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


 


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


 


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


 


“Notional
Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount, in the case of the Class X-D Certificates,
the Class X-D Notional Amount, in the case of the Class X-E Certificates, the Class X-E Notional Amount, in the case of the Class
X-F Certificates, the Class X-F Notional Amount and in the case of the Class X-G Certificates, the Class X-G Notional Amount.


 


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


 


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


 






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general public. Each NRSRO shall be deemed
to recertify to the foregoing each time it accesses the Certificate Administrator’s Website.


 


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


 


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


 


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


 


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


 


“Operating
Advisor”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns,
or any successor operating advisor appointed as herein provided.


 


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


 


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


 


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




 


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


 



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“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00275%.


 


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


 


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


 


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


 


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


 


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


 



(d)            a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall


 






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have been entered against the operating advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


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


 


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


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, a Master
Servicer, a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to
the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust
REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor trust, or
(d) the resignation of either Master Servicer, either Special Servicer or the Depositor pursuant to Section 6.05, must
be an opinion of counsel who is in fact Independent of the Depositor, such Master Servicer, such Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


“Original
Certificate Balance”: With respect to any Class of Principal Balance Certificates and the Class A-3FX Regular Interest,
the initial aggregate principal amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement.
The Original Certificate Balances of the Class A-3FL and Class A-3FX Certificates are subject to exchanges of Class A-3FL Certificates
for Class A-3FX Certificates pursuant to Section 5.09; provided that the Original Certificate Balances of the Class A-3FL
and Class A-3FX Certificates will, at all times, in the aggregate equal the Original Certificate Balance of the Class A-3FX Regular
Interest.


 


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


 


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






 


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


 


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


 



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


 


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


 


“Other
Pooling and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates
a trust whose assets include any Serviced Companion Loan. For the avoidance of doubt, the 10 South LaSalle Street Pooling and
Servicing Agreement shall be an Other Pooling and Servicing Agreement.


 


“Other
Securitization”: As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-3FL Pass-Through Rate, the Class A-3FX Regular Interest Pass-Through Rate, the Class A-3FX Pass-Through Rate, the Class
A-4 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class
C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G
Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-E


 






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Pass-Through Rate, the Class
X-F Pass-Through Rate or the Class X-G Pass-Through Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


(i)            direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of


 






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


 


(ii)           time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the
date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination
by federal or state banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, the
short-term debt obligations of which are rated in the highest short-term rating category by Moody’s or the long-term
debt obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with
maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated in the
highest short-term rating category by Moody’s and the long-term obligations of which are rated at least
“A1” by Moody’s, (C) in the case of such investments with maturities of six (6) months or less, but more
than three (3) months, the short-term obligations of which are rated in the highest short-term rating category by
Moody’s and the long-term obligations of which are rated at least “Aa3” by Moody’s, (D) in the case
of such investments with maturities of more than six (6) months, the short-term obligations of which are rated in the highest
short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa” by
Moody’s (or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise
acceptable to Moody’s, as confirmed in writing that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates) (E) for maturities of less
than three (3) months, a short-term rating of “R-1(high)” by DBRS (if then rated by DBRS and, if not so rated, by
two other NRSROs (which may be Moody’s and/or KBRA)), (F) for maturities greater than three (3) months, a long-term
rating of “AAA” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be
Moody’s and/or KBRA)) and (G) the commercial paper or other short- term debt obligations of such depository institution
or trust company are rated in the highest rating categories of each Rating Agency or such other rating as would not result in
the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class of
Certificates (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by
such rating agency, such class of securities) as evidenced in writing;


 


(iii)          repurchase
agreements or obligations with respect to any security described in clause (i) above where such security has a remaining
maturity of one


 






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year or less and where such repurchase obligation has been entered into with a depository institution or trust
company (acting as principal) described in clause (ii) above;


 


(iv)          debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are
rated in the highest rating categories of each Rating Agency (in the case of KBRA, if rated by KBRA; and in the case of DBRS,
if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or KBRA)), if the obligations
mature within 60 days; provided, however, that securities issued by any particular corporation will not be Permitted
Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such
corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the
aggregate principal amount of all Permitted Investments in such accounts;


 


(v)           commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other
entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in
one (1) year or less from the date of acquisition thereof and which is rated in the highest rating category of each Rating Agency
(in the case of KBRA, if rated by KBRA; and in the case of DBRS, if then rated by DBRS and, if not so rated, by two other NRSROs
(which may be Moody’s and/or KBRA);


 


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


 




(vii)         any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect
to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the
applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable


 






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rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


 


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


 


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


 


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


 


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer)
to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause either Trust
REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S.
Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly
or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect
to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 



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


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period,
which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination
Date (or, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, as applicable,
with a Due Date occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the
amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per
annum equal to (x) in the case of any Mortgage Loan other than a Serviced Mortgage Loan, the sum of (i) the related Net Mortgage
Rate for such Mortgage Loan, and (ii) 


 



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the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations
Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan,
the Mortgage Rate (net of Servicing Fees and any Excess Interest) on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable,
and ending on such following Due Date. With respect to any AB Whole Loan, any Prepayment Interest Shortfall for any Distribution
Date shall be allocated first to the related AB Subordinate Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the Class A-3FL and
Class A-3FX Certificates) and the Class A-3FX Regular Interest, an amount equal to the sum of the following amounts: (a) the Principal
Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution Amount for such Distribution Date and (c) the Unscheduled
Principal Distribution Amount for such Distribution Date; provided that the Principal Distribution Amount for any Distribution
Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances (including any
servicing advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections
on the Mortgage Loans), with interest on such Nonrecoverable Advances at the 


 



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Reimbursement Rate that are paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included
in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed
from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been
included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A)
and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO
Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution
Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


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


 


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


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available to the public other than as a result of a disclosure directly or indirectly by the party
restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and
necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and
not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is required by law, rule, regulation,
order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, each Master
Servicer, each Special Servicer


 






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


 


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


 


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


 


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


 



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


 


“Prospectus”:
The Prospectus, dated February 5, 2016.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 


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


 


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


 


(iv)          if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to Section
5 of the applicable Mortgage Loan Purchase Agreement, the Asset Representations Reviewer Asset Review Fee (to the extent not previously
paid by the related Mortgage Loan Seller), all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the applicable
Master Servicer, the applicable Special Servicer, the Depositor, the Certificate Administrator or the Trustee in respect of the
omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising out of the
enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any additional
trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided, however, that such out-of-pocket
expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election,
in taking part in an Asset Review vote 


 



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or in exercising such Certificateholder’s or Certificate Owner’s, as applicable,
rights under the dispute resolution mechanics pursuant to Section 2.03(l) hereof;


 


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


 


(vi)          solely
in the case of a repurchase or substitution by the related Mortgage Loan Seller, the Asset Representations Reviewer Asset Review
Fee for such Mortgage Loan.


 


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


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs (which may include
KBRA and/or DBRS) or (B) one NRSRO (which may include KBRA or DBRS) and A.M. Best Company, Inc.) and (b) “A(low)” by
DBRS (or, if not rated by DBRS, at least an equivalent rating as that listed above by one other NRSRO (which may include Moody’s
or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant
to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying
ability (or the obligations which are guaranteed or backed by a company having such claims paying ability) rated by at least one
of the following rating agencies of at least (a) “A3” by Moody’s, (b) “A-” by S&P, (c) “A-”
by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)” by DBRS, or, in the case of clauses
(i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 



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


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether
or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan; (iii)
have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis
as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining
term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated maturity of
the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio
for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged Property
as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the representations
and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates
no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to (A) with respect to any Mortgage
Loan other than an NCB Co-op Mortgage Loan, the greater of the original debt service coverage ratio of the removed Mortgage Loan
as of the Closing Date and 1.25x, or (B) in the case of an NCB Co-op Mortgage Loan, the original debt service coverage ratio of
the removed Mortgage Loan as of the Closing Date; (x) constitute a “qualified replacement mortgage” within the meaning
of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s
expense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date five (5) years
prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed 


 



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Mortgage Loan;
(xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating
Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable
Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing
and the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder; (xv) prohibit defeasance within two
(2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event
other than the imposition of a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement,
as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report that
indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will
be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal
and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts
described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii);
provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause
(v) above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate
(net of the Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations
Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate) shall be lower than the highest
fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any class of
Principal Balance Certificates (other than the Class A-3FL or Class A-3FX Certificates) or the Class A-3FX Regular Interest having a Certificate Balance then outstanding. When a Qualified
Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the
Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the
Trustee, the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


 


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


 


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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in January 2059.


 


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





 






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“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated
by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision
not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from each Rating Agency with respect to such matter.


 


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


 


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


 


“Rating Agency
Trigger Event”: The Swap Counterparty’s long-term ratings cease to be at least “A (low)” by DBRS or
“A3” by Moody’s, respectively.


 


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


 


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


 


“Regular Certificates”:
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, Class X-A, Class X-D, Class X-E, Class X-F and Class X-G Certificates.


 


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


 


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


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.





 






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


 


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


 


“Related Certificates”
and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates or the Class A-3FX
Regular Interest, as applicable, the related Class of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier
Regular Interests, the related Class of Certificates or the Class A-3FX Regular Interest, as applicable, set forth below:


 


	
        Related Certificates
	 	
        Related Lower-Tier Regular
Interest

	Class A-1 Certificates	 	Class LA1 Uncertificated Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-3FX Regular Interest	 	Class LA3FX Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-SB Certificates	 	Class LASB Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E Certificates	 	Class LE Uncertificated Interest
	Class F Certificates	 	Class LF Uncertificated Interest
	Class G Certificates	 	Class LG Uncertificated Interest


 


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


 


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



 


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


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury 


 






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Regulations (or proposed
regulations that would apply by reason of their proposed effective date to
the extent not inconsistent with temporary or final regulations) and any rulings or announcements promulgated thereunder, as the
foregoing may be in effect from time to time.


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage Loans other than
the NCB Co-op Mortgage Loans, the General Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the
benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion
Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, as Special Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32,
Commercial Mortgage Pass-Through Certificates, Series 2016-C32, REO Account” and (b) with respect to the NCB Co-op Mortgage
Loans, the NCB Special Servicer, pursuant to and for the benefit of the Persons specified in Section 3.14(b), which shall
be titled “National Cooperative Bank, N.A., as Special Servicer, on behalf of Wilmington Trust, National Association, as
Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass
Through Certificates, Series 2016-C32”. Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long
as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan)
remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same
terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect
to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to
the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if 


 



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applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an
REO Loan. All amounts payable or reimbursable to the applicable Master Servicer, the applicable Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor
Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any
unpaid Special Servicing Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any
interest accrued and payable to the applicable Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance
with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the applicable Master Servicer,
the applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the
Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect
to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed
to the Certificateholders being reduced as a result of the first proviso in the definition of “Principal Distribution Amount”
shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan,
no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable,
will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances
related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such
Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect
to an AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


 


“REO Property”:
A Mortgaged Property acquired by the applicable Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof
for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with
respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the
Lower-Tier Regular Interests and the Class A-3FX Regular Interest) (and also including, if applicable, the Trust’s beneficial
interest in a Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the
name of, the applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable
Non-Serviced Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable
law in connection with the default or imminent default of a Mortgage Loan. References herein to a Special Servicer acquiring, maintaining,
managing, inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect
to an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property.
For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund,
any Trust REMIC or the Grantor Trust.



 


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


 


“Reportable
Event”: As defined in Section 11.07. 





 






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“Reporting Requirements”:
As defined in Section 11.12.


 


“Reporting Servicer”:
The Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer (solely with respect to Section 11.06), the Custodian or any Servicing Function Participant engaged by such parties,
as the case may be.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been
repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the
related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller
has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer, on
behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under
the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result
of a sale or other disposition in accordance with this Agreement.


 


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





 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the


 




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Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained Fee
Rate”: An amount equal to (A) 0.01000% with respect to each NCB Mortgage Loan, and (B) 0.00250% per annum with
respect to each Mortgage Loan (other than each NCB Mortgage Loan).


 


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


 


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


 


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


 


“Routine Disbursement”:
As defined within the definition of “Special Servicer Decision”.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and
to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and
not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the 


 



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Mortgagor
as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the
related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the
applicable Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the applicable
Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all
Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with
respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related
Due Date or last day of such Grace Period, as applicable, to the extent received by the applicable Master Servicer as of the Business
Day preceding the related P&I Advance Date), and to the extent not included in clause (a) above.


 


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


 


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


 


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


 


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


 


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


 


“Serviced Companion
Loan”: Each of (a) the 10 South LaSalle Street Pari Passu Companion Loan and (b) any AB Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


 


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced Companion
Noteholder”: Each of the holders of (a) the 10 South LaSalle Street Pari Passu Companion Loan and (b) any AB Subordinate
Companion Loan related to a Serviced AB Whole Loan, as applicable.


 




“Serviced Mortgage
Loan”: Each of (a) the 10 South LaSalle Street Mortgage Loan and (b) any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, as applicable.


 


“Serviced Pari
Passu Companion Loan”: The 10 South LaSalle Street Pari Passu Companion Loan.







 



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


 


“Serviced Pari
Passu Mortgage Loan”: The 10 South LaSalle Street Mortgage Loan.


 


“Serviced Pari
Passu Whole Loan”: The 10 South LaSalle Street Whole Loan.


 


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


 


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


 


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


 


“Serviced Whole
Loan”: The 10 South LaSalle Street Whole Loan.


 


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


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan, the earlier of (A) one (1) Business Day after the
Determination Date or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month
is not a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day), or such earlier date as
required by the related Intercreditor Agreement; provided, however, that such Serviced Whole Loan Remittance Date
shall not be earlier than two (2) Business Days following the date the applicable Master Servicer receives the related Periodic
Payment with respect to such Serviced Whole Loan.


 


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


 


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


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the applicable Master Servicer, the applicable Special Servicer,
Certificate Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage
Loan (and in the case of a Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced
Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is
reasonably foreseeable or (b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO
Property (other than an REO Property related to a


 



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


 


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


 


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


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes,
in each such case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing Fee Rate, which
is not included under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated Principal Balance
of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect
to the 10 South LaSalle Street Pari Passu Companion Loan, a per annum rate equal to 0.00250%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the applicable Master Servicer: (i) a copy of any engineering
reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll (or, with respect to an NCB Co-op Mortgage Loan, a maintenance schedule)
and, for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the related Mortgage Loan Seller; (iii) copies of related financial 


 



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statements or operating statements;
(iv) all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that
are privileged communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates
of hazard insurance and/or hazard insurance policies or other applicable insurance policies, if any, delivered in connection with
the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents
that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing
of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy
of the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating
to the relevant Mortgaged Property.


 


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


 


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


 


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


 


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


 


(i)            the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the applicable Master
Servicer or the applicable 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 applicable Master Servicer or the applicable Special Servicer, as applicable (and such Master Servicer or
such Special Servicer, as applicable, shall promptly forward such commitment to the applicable Special Servicer or the applicable
Master Servicer, as applicable)


 



    	-104-



    	 



    

 


which provides that such refinancing will occur within 120 days after the date on which such Balloon
Payment will become due (provided that 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 applicable Master Servicer is required to make a P&I Advance
in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of the Mortgage Loan included in the same
Serviced Whole Loan) at any time prior to such a refinancing, a Servicing Transfer Event will occur immediately); or


 


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


 


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


 



    	-105-



    	 



    

 


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


 


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


 


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




 






(vi)          the
related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, 



 



    	-106-



    	 



    


 


marshalling
of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all
of its property; or


 


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


 


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


 


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


 


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


 






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


 






    	-107-



    	 



    

 


Serviced Companion Loan, the date on which quarterly financial statements are required to be delivered to the
related lender under the related Mortgage Loan documents is, with respect to net operating income information, for the 10 South
LaSalle Street Pari Passu Companion Loan, sixty (60)
days following the end of each fiscal quarter, subject to the terms of the related loan agreement.

 


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


 


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


 


“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder of a Definitive Certificate holding 100% of the then-outstanding Class F and Class G Certificates; provided, however,
that the Certificate Balances 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 and Class E Certificates and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class A-3FX Certificates)
have been retired.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any NCB Co-op Mortgage Loan, any Non-Serviced
Mortgage Loan and any Excluded Special Servicer Loan) and the Serviced Companion Loans, the General Special Servicer, and its
successors in interest and assigns, or any successor special servicer appointed as herein provided, (ii) any NCB Co-op Mortgage
Loan, any REO Property acquired by the Trust with respect to an NCB Co-op Mortgage Loan and any matters relating to the foregoing,
the NCB Special Servicer and (iii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed
pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require.


 


“Special
Servicer Decision”: Any of the following with respect to a Non-WFB Mortgage Loan:


 


(a)            approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment or other similar agreements
for leases (other than, in each case, ground leases) in excess of the lesser of (i) 30,000 square feet of the improvements at
the related Mortgaged Property and (ii) 30% of the net rentable area of the improvements at the related Mortgaged Property;



 


(b)            other
than with respect to any Mortgaged Property securing an NCB Co-op Mortgage Loan, approving annual budgets for the related Mortgaged
Property with material (more than 15%) increases in operating expenses or payments to entities actually known by the applicable
Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination
of the related Mortgage Loan);


 


(c)            other
than with respect to an NCB Co-op Mortgage Loan, any requests for the funding or disbursement of amounts from any escrow accounts,
reserve funds or


 






    	-108-



    	 



    

 


letters of
credit held as “performance”, “earn-out”, “holdback” or similar escrows or reserves,
including the funding or disbursement of any such amounts with respect to any Mortgage Loan, but excluding, as to any
Mortgage Loan that is not a Specially Serviced  Loan, any
routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related
criteria or lender discretion is not required or permitted pursuant to the terms of the related Mortgage Loan documents (for
the avoidance of doubt, any request with respect to a Mortgage Loan that is not a Specially Serviced Loan for the funding or
disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and
tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan documents (all such fundings and
disbursements being collectively referred to as “Routine Disbursements”) or any other funding or
disbursement as mutually agreed upon by the applicable Master Servicer and applicable Special Servicer, shall not constitute
a Special Servicer Decision; provided, however, that in the case of any Mortgage Loan (other than an NCB Co-op
Mortgage Loan) whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate, at the related
origination date, 10% of the initial principal balance of such Mortgage Loan (which Mortgage Loans are identified on Schedule
3 hereto), no such funding or disbursement of such escrows, reserves, holdbacks or letters of credit shall be deemed to
constitute a Routine Disbursement, and shall instead constitute Special Servicer Decisions, except for the routine funding of
tax payments and insurance premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced
Loan);


 


(d)            requests
to incur additional debt in accordance with the terms of the applicable Mortgage Loan documents, other than requests to incur
subordinate debt on any NCB Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied;


 


(e)            requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect
the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related
Mortgage Loan or any Serviced Pari Passu Companion Loan, (ii) releases of non-material parcels of a Mortgaged Property
(including, without limitation, any such releases (A) to which the related 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) or (iii) the release of collateral securing any Mortgage Loan
in connection with a defeasance of such collateral;


 


(f)             approving
any transfers of an interest in the Mortgagor under a Mortgage Loan, unless such transfer (i) is allowed under the terms of the
related Mortgage Loan documents without the exercise of any lender approval or discretion other than 


 






    	-109-



    	 



    

 


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, including a consent to transfer to any subsidiary or affiliate of such
Mortgagor or to a Person acquiring less than a majority interest in
such Mortgagor and (ii) does not involve incurring new mezzanine financing or a change in control of the
Mortgagor;


 


(g)            other
than with respect to NCB Co-op Mortgage Loans, approval of any waiver regarding the receipt of financial statements (other than
immaterial timing waivers including late financial statements);


 


(h)            approval
of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments
with respect to the related Mortgage Loan;


 


(i)             agreeing
to any modification of the type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States of America would be permitted; and


 


(j)             determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease;


 


provided,
however, that notwithstanding the foregoing, “Special Servicer Decision” shall not include any matter listed
in the foregoing clauses (a) through (j) (1) requested with respect to a Non-WFB Mortgage Loan if the applicable
Master Servicer and the applicable Special Servicer have mutually agreed, as contemplated by Section 3.08(a) or Section
3.18(a), as applicable, of this Agreement, that such Master Servicer will process such matter with respect to such Mortgage
Loan or (2) requested with respect to any WFB Mortgage Loan.


 


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


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced
Mortgage Loan) on a loan by loan basis, (a) 0.2500% per annum computed on the basis of the Stated Principal Balance of the
related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is
calculated on such Specially Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee
that would be less than (i) $3,500 with respect to any Mortgage Loan other than an NCB Co-op Mortgage Loan or (ii) $1,000
with respect to any NCB Co-op Mortgage Loan, in each case, in any given month, then the Special Servicing Fee Rate for such
month for such Specially Serviced Loan or REO Loan shall be a rate equal to such higher rate as would result in a Special
Servicing Fee equal to $3,500 (in the case of any such Mortgage Loan other than an NCB Co-op Mortgage Loan) or $1,000 (in the
case of any such NCB Co-op Mortgage Loan), as applicable, for such month with respect to such Specially Serviced Loan or REO
Loan.


 


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





 






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“Sponsors”: The Mortgage Loan Sellers.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-111-



    	 



    

 


received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan, as applicable, on such date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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




 



    	-112-



    	 



    

 

aggregate
Purchase Prices of the Mortgage Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loan(s).


 


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

 


“Swap
Contract”: The Class A-3FL Swap Contract.


 


“Swap
Counterparty”: With respect to the Class A-3FL Certificates, Wells Fargo Bank, National Association, acting in such
capacity under the Class A-3FL Swap Contract, or its successor-in-interest.


 


“Swap
Counterparty Collateral Account”: With respect to the Class A-3FL Certificates, the trust account or accounts created
and maintained as a separate account or accounts by the Certificate Administrator pursuant to Section 3.34(f), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial
Mortgage Pass-Through Certificates, Series 2016-C32 (subject to the rights of the Swap Counterparty as provided in the Class A-3FL
Swap Contract), Swap Counterparty Collateral Account” and which must be an Eligible Account (or a subaccount of an Eligible
Account). The Swap Counterparty Collateral Account shall not be an asset of either Trust REMIC, but rather shall be an asset of
the Grantor Trust.


 


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


 


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


 


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


 


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


 





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


 



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Mortgage
Loan is six (6) basis points, and (B) with respect to each Mortgage Loan (other than the NCB Mortgage Loans) is zero.


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Wells Fargo Commercial Mortgage Trust
2016-C32”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a
removed Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan,
the interests of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified
Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the
Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced
Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the
extent of the Trust’s interest therein); (v) the applicable Master Servicer’s, the applicable Special
Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with
respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of
the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the
Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as
additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Accounts (to the extent of the Trust’s interest therein), the Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account), the Class A-3FX Regular Interest Distribution Account and any REO Account (to the extent of the
Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests
and the Class A-3FX Regular Interest; (xii) the Closing Date Interest Deposit Amount; (xiii) the Swap Contract; and (xiv) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral

 



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accounts,
escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


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


 


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



 


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


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $210 per month and
shall be paid as a portion of the Certificate Administrator Fee.


 


“Uncovered
Amount”: With respect to any Master Servicer’s Collection Account, any additional trust fund expense, Nonrecoverable
Advance or other item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in
such Collection Account pursuant to any of clauses (i) – (xix) or clause (xxii) of Section 3.05(a),
but which cannot be so paid or reimbursed because such general funds are insufficient to cover such payment or reimbursement;
provided that any such additional trust fund expense, Nonrecoverable Advance or other item will be an Uncovered Amount
only to the extent that such general funds are insufficient to cover the payment or reimbursement thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 


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


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all
times during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders
as follows: (i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional
Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) and the Operating Advisor

 






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pursuant
to Section 3.26(j) or the Asset  Representations Reviewer pursuant to Section 12.05, taking into
account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates
pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution Date immediately
preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection
with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations
Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for
Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance
Certificates, determined as of the Distribution Date immediately preceding such time. A Holder of Class A-3FL or Class A-3FX
Certificates who is a Non-U.S. Tax Person must irrevocably appoint a U.S. Tax Person to vote on any matters requiring the
vote of such Holders. Neither the Class R nor Class V Certificates will be entitled to any Voting Rights.


 


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


 


“WFB
Mortgage Loans”: The Mortgage Loans sold to the Depositor by Wells Fargo Bank, National Association, pursuant to the
related Mortgage Loan Purchase Agreement.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“Whole
Loan”: The 10 South LaSalle Street Whole Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such
Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its
modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such
Advances, to the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who
made such Advance on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such
Advance (and accrued and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the
terms of the modified loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement
Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead
constitutes a Nonrecoverable Advance.

 



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“Workout
Fee”: The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section
3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of
each collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a
Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv)
payments (other than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated
Repayment Date, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


Section 1.02     Certain
Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)            All
calculations of interest (other than as provided in the related Mortgage Loan documents or as relate to the Class A-3FL Certificates)
provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. All calculations of interest
in respect of the Class A-3FL Certificates, except with respect to Distribution Dates during which a Class A-3FL Swap Conversion
Event has occurred and is continuing, shall be made on the basis of the actual number of days in a month and a 360-day year. All
calculations of interest with respect to the Class A-3FL Certificates and Distribution Dates during which a Class A-3FL Swap Conversion
Event has occurred and is continuing shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)           Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the applicable
Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding
principal balance of such Mortgage Loan, on which interest accrues.


 


(iii)          Any
reference to the Certificate Balance of any Class of Principal Balance Certificates or the Class A-3FX Regular Interest on or as of a Distribution Date shall refer to the Certificate
Balance of such Class of Principal Balance Certificates or the Class A-3FX Regular Interest, as applicable, on such Distribution Date after giving effect


 



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to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a), (b) and (c), (b) any Realized
Losses allocated to such Class of Principal Balance Certificates (other than the Class A-3FL or Class A-3FX Certificates) or the Class A-3FX Regular Interest (and correspondingly, the
amount allocated to the Class A-3FL and Class A-3FX Certificates pursuant to Section 4.04(b)), as applicable, on the immediately
preceding Distribution Date pursuant to Section 4.04, (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances
(plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted
in a reduction of the Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates
(other than the Class A-3FL and Class A-3FX Certificates) or the Class A-3FX Regular Interest (and correspondingly, the amount allocated to the Class A-3FL and Class A-3FX Certificates
pursuant to Section 4.04(b)) and added to the Certificate Balance pursuant to Section 4.04(a). The aggregate Certificate
Balance of the Class A-3FL and Class A-3FX Certificates shall be equal to the Certificate Balance of the Class A-3FX Regular Interest
at all times, and any reductions or increases in the Certificate Balance of the Class A-3FX Regular Interest shall result in a
corresponding reduction or increase, as applicable, of the aggregate Certificate Balance of the Class A-3FL and Class A-3FX Certificates.


 


(iv)          Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the applicable Special Servicer of
a Defaulted Loan, the highest of (x) the rate determined by the applicable Master Servicer or the applicable Special Servicer,
as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt
of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion
Loan based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination,
and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property.


 


(v)           Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import
shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related
Intercreditor Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such
Intercreditor Agreement refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement
does not prohibit the following application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro
rata and pari passu, to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective Stated
Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with
respect to any AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, to the
Trust.




 



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[End of Article I]

 


Article II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01      Conveyance
of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof, does hereby
establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust,
without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests and the Class A-3FX Regular Interest) all the right, title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage
Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d) 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
and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 of the Mortgage Loan Purchase Agreement among the
Depositor, Basis Real Estate Capital II, LLC and Basis Investment Group LLC; (iii) the Intercreditor Agreements; and
(iv) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal
received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and
interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on
or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in February 2016 but have
their first Due Date in March 2016, any interest amounts relating to the period prior to the Cut-off Date) and the Closing
Date Interest Deposit Amount. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is
absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection
with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d) 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
and 18 of each of the Mortgage Loan Purchase Agreements and Section 19 of the Mortgage Loan Purchase Agreement among the
Depositor, Basis Real Estate Capital II, LLC and Basis Investment Group LLC, it is intended that the Trustee get the benefit
of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the
Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in
connection therewith.


 


(b)          
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing
Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause
(i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each
Mortgage Loan and, except in the case of a Mortgage 


 






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Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts
and originals of letters of credit, which shall be transferred to the applicable
Master Servicer) for each Mortgage Loan. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and
this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy
or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or
destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii)
and (ix) of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing
or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording
office where such document or instrument has been delivered, or will be delivered within 10 Business Days of the Closing Date,
for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate
original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office,
the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the date set forth herein, and
either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county
recorder’s office or the applicable title insurance company, in the case of the documents and/or instruments referred to
in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy of the original thereof
submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within one hundred-eighty
(180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the Closing Date as the
Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian
no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith
to obtain from the appropriate public filing office or county recorder’s office such original or photocopy). If the applicable
Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy
thereof) of the definition of “Mortgage File,” with evidence of filing or recording thereon (if intended to be recorded
or filed), for any other reason, including, without limitation, that such non-delivered document or instrument has been lost or
destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall
be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county
recorder’s office or the applicable title insurance company to be a true and complete copy of the original thereof submitted
for recording) is 


 






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delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall
in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the
related Mortgage Loan Purchase Agreement
and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the
applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for
filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v),
or clause (x) of the definition of “Mortgage File” solely because of the unavailability of filing or
recording information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the
delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to
such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage
Loan substantially in the form of Exhibit H; provided that all required original assignments with respect
to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable) are
delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to
exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as
certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county
recorder’s office the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e)
of the final proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage
Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the
Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of
“Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering to the
Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or
filing or (except for recording or filing information not yet available) to be sent for recording or filing; provided
that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be
delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein
to the contrary, with respect to letters of credit referred to in clause (xii) of the definition
of “Mortgage File”, the applicable Mortgage Loan Seller shall deliver the original to the applicable Master
Servicer (which letter of credit shall be titled in the name of, or assigned to, “Wells Fargo Bank, National
Association, as General Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
Series 2016-C32” or “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust
2016-C32, Commercial Mortgage Pass Through Certificates, Series 2016-C32”, as applicable), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage
Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary
thereof to the applicable Master Servicer (in care of the Trustee, as titled above) that may be required in order for such Master



 






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Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the
related Mortgage Loan documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s)
of credit a copy thereof to the Custodian indicating that such document has been delivered to the issuing bank for reissuance or
an Officer’s Certificate from the applicable Master Servicer certifying that it holds the letter(s) of credit pursuant to
this Section 2.01(b), one of which shall be delivered to the Custodian within forty-five (45) days after the Closing
Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the applicable Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies
of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer
of such letter of credit for processing) to the Custodian within forty-five (45) days of the Closing Date. If not otherwise paid
by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s)
of credit required in order for the applicable Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall
cooperate with the reasonable requests of such Master Servicer in connection with effectuating a draw under any such letter of
credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by such Master Servicer on
behalf of the Trust.


 


(c)          
Except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense,
to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment
of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this subsection (c) and except in the case of a
Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s
expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related
Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause
to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC
Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a
file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee
following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of
the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related
Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall
be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after
receipt. If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements
of the jurisdiction in which it is to be recorded or filed, 


 






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or is lost by the public office or returned unrecorded or unfiled,
as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related
Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case
may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon
receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date,
the Custodian has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so
advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such
confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses
satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the
land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation
that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File. In the event that
confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller,
as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment
and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of
replacement Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental
office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement
to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage
File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,”
in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage
Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s
interest in the related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan
Seller, the applicable Master Servicer, the applicable Special Servicer, any Sub-Servicer or the Depositor.


 


(d)          
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in each case, financial statements, operating statements and any other information provided by the
respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including
such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared
by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the applicable Master Servicer within
five (5) Business Days after the Closing Date and shall be held by such Master Servicer on behalf of the Trustee in trust for the
benefit of the Certificateholders (and as holder of the Lower-Tier Regular Interests and the Class A-3FX Regular Interest) and,
if applicable, on behalf of the related Companion Holder. Such documents and records shall be any documents 


 






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and records (with the
exception of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)           
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver
to the Trustee and the applicable Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed
original counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification,
on the Closing Date.


 


(f)           
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow
accounts maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held
in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the applicable Master Servicer (or a
Sub-Servicer) for deposit into Servicing Accounts.


 


(g)          
With respect to the Mortgage Loans secured by the Mortgaged Properties identified as “Marriott Melville Long Island”,
“Hilton Wilmington/Christiana”, “TownePlace Suites Redwood City”, “Hampton Inn Suites Ontario”,
“Hampton Inn - Cincinnati Airport North”, “Hampton Inn Carmel, IN”, “Quality Suites Hickory”,
“Wingate by Wyndham Round Rock” and “Comfort Suites Austin” on the Mortgage Loan Schedule, which are each
subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice
to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the
Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement as may be contemplated under
the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders, the related Mortgage
Loan Seller or its designee shall provide any such required notice or make any such required request to the related franchisor
(with a copy of such notice or request to the applicable Master Servicer) within forty-five (45) days of the Closing Date (or any
shorter period if required by the applicable comfort letter), and the applicable 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 applicable 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, such
Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been received.


 


(h)          
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan
Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading
such Diligence Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event
later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate
(with a copy (which may be sent by e-mail) to each of the applicable Master Servicer, the applicable Special Servicer, the Trustee,
the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating
Advisor) certifying that the electronic copies of the 


 






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documents and information uploaded to the Designated Site constitute all
documents and information required under the definition of “Diligence File” and such Diligence Files are organized
and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage
Loan Seller (the “Diligence File Certification”).


 


Section 2.02   
Acceptance by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without
notice of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage
File” with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that
it or the Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered
by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future
Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets
included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the
benefit of the Trustee as holder of the Lower-Tier Regular Interests and the Class A-3FX Regular Interest), as applicable. If
any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may
deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be
deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)           Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after
the Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be
delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no
event later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q,
certify in writing to the Depositor, the Master Servicers, the Special Servicers, the Directing Certificateholder (so long as
no Consultation Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than
any Excluded Loan), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and
the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full)) that, except as specifically identified in any exception report annexed to such writing (the
“Custodial Exception Report”), (i) subject to the final proviso of the definition of “Mortgage
File” herein and Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan
Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall
specifically identify such Mortgage Loan together with the nature
of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items
required to be in the Mortgage File but never 


 






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delivered from items which were delivered by the related Mortgage Loan Seller but
are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)          
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each
of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Directing Certificateholder
and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related
Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception
report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein
and Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based
on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan
Schedule” is correct.


 


(d)          
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in
the case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii)
and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return
of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation
on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and,
with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the
applicable Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of
a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage
Loan, to deposit with the applicable Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may
be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the
alternative, the related Mortgage Loan Seller may deliver to the applicable Master Servicer a letter of credit in such amount,
with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the applicable Master Servicer (i) until
the date on which the Custodian determines and notifies such Master Servicer that such Material Defect has been cured or the related
Mortgage Loan is no longer part of the Trust Fund, at which time such Master Servicer shall return such funds (or letter of credit)
to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount,
if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related
Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the applicable Master Servicer or the applicable
Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise
of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection with an
imminent enforcement of the 


 






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mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on
collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan
Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required
by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement;
provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period
of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting
to recover the document from the applicable filing or recording office and provides an officer’s certificate setting forth
what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution,
upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter
of credit to the applicable Master Servicer in accordance with this Section 2.02(d), such Master Servicer shall, to
the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into its Collection Account to be applied
to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds
that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b).
All such funds deposited in the Collection Accounts shall be invested in Permitted Investments, at the direction and for the benefit
of the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions,
which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for
federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect
thereto.


 


(e)          
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the
definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or
any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine,
enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the
represented purpose or that they are other than what they purport to be on their face and, with respect to the documents specified
in clause (viii) of the definition of the “Mortgage File”, whether the insurance is effective as of the
date of the recordation, whether all endorsements or riders issued are included in the file or if the policy has not been issued
whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding. Further, with respect
to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing
Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes
of the filings and the certification to be delivered in accordance with this Section 2.02 that the related Mortgage
File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed
as a fixture filing, that the related Mortgage File should include only a local UCC Financing

 






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Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in
a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing
Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(f)           
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements
of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective
on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor,
the Trustee, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Directing Certificateholder,
the applicable Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter
thereafter until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage
Loan, with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller
and separating items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan
Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).


 


(g)          
If a Master Servicer or a Special Servicer (i) receives a Repurchase Request or any other request or demand from any
Person for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with
a Repurchase Request, a “15Ga-1 Repurchase Request”) (such Master Servicer or such Special Servicer, as applicable,
to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to
such 15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such
15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the
applicable Master Servicer or the applicable Special Servicer by another party hereto), then the Repurchase Request Recipient shall
deliver notice (which may be by electronic format so long as a “backup” hard copy of such notice is also delivered
on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request
(each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such
Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s
receipt thereof.


 


Each 15Ga-1 Notice
shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is
received by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the
Repurchase Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in
the 15Ga-1 Repurchase Request), (iv) the identity of the Person making such 15Ga-1 


 



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Repurchase Request, and (v) a
statement from the Repurchase Request Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase
Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to
this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates
to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement
of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no
information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute
a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage
Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee, either Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written
notice of such 15Ga-1 Repurchase Request to the applicable Master Servicer, if relating to a Non-Specially Serviced Loan, or to
the applicable Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement
in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling
and Servicing Agreement relating to the Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
Series 2016-C32 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such
15Ga-1 Repurchase Request by the applicable Master Servicer or the applicable Special Servicer, as applicable, such party shall
be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with
the procedures set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall
the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02
of this Agreement in connection with its review of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice
or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or
given, and such notice was not received from or copied to the applicable Master Servicer or the applicable Special Servicer, then
such party shall give notice of such withdrawal or rejection to such Master Servicer or such Special Servicer, as applicable. Any
such notice received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations
Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage
Loan Seller.


 


In the event that
a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the applicable Master
Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially
Serviced Loans) shall promptly notify the Depositor of such repurchase or replacement.




 



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Section 2.03    
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of
Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby
represents and warrants that:


 


(i)            
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North
Carolina, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this
Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated
hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with
this Agreement;


 


(ii)           
Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)          
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)          
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the
validity of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)           
The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


 


(b)          
After receipt of a Repurchase Request, the applicable Special Servicer shall request in writing that the applicable Mortgage
Loan Seller, not later than ninety (90) days 


 



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after (i) except in the case of the succeeding clause (ii), the applicable
Mortgage Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations
Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery
by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of the
Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure
such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any
related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price
and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage
Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the
Closing Date) and pay the applicable Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount
in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of Mortgage File by a date not later than eighteen (18) months following the Closing Date, if such Material Defect
is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan
Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional
ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate
to the 17g-5 Information Provider), the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and
(with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the
Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the Initial Cure
Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the
applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period. Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the
interests of Certificateholders therein, and (subject to the applicable 


 






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Mortgage Loan Seller’s right to cure such Defect
or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended
Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of
the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the applicable Master
Servicer for deposit into the Collection Account. In the event a Special Servicer is required to enforce the Repurchase Request
related to a Non-Specially Serviced Loan under this Section 2.03(b), within five (5) days of request by such Special
Servicer, the applicable Master Servicer shall deliver a copy of the Servicing File with respect to any such Non-Specially Serviced
Loan.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the applicable Special Servicer on behalf
of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Loss of Value Payment shall include the
portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees
of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is
made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect
or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph
is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the applicable Special
Servicer on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph
shall preclude the Mortgage Loan Seller or the applicable Master Servicer or the applicable Special Servicer, as applicable, from
exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase
Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for
such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage
Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.


 


With respect to any Non-Serviced
Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall constitute a Material Defect
under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases the Non-Serviced Companion
Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that the foregoing shall not apply
to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 




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If any Breach that
constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any
particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any
particular action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach
within the applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately
available funds) for the reasonable amount of any such costs and expenses incurred by the applicable Master Servicer, the
applicable Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such
Breach and have not been reimbursed by the related Mortgagor. Except as provided in the proviso to the immediately preceding
sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making such
remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any
fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the
related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due
with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and
Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date
and received by the applicable Master Servicer or the applicable Special Servicer on behalf of the Trust on or prior to the
related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each
Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the applicable Master Servicer
or the applicable Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be
part of the Trust Fund and are to be remitted by such Master Servicer or such Special Servicer to the applicable Mortgage
Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding anything contained
in this Agreement or the related Mortgage Loan Purchase Agreement, no delay in either the discovery of a Material Defect or
in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to repurchase
if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II
unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect,
(ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this
Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this
Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of
the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a
“qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury
regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage, and (iv) such
delay precludes such Mortgage Loan Seller from curing such Material Defect. Notwithstanding the foregoing, if a Mortgage Loan
is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare
facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a
borrower), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be
a Material Defect.


 




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Pursuant to each
Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect
to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the
affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage
Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the
requirements, if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of
counsel to the effect that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as
a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable
Rating Agency has provided a Rating Agency Confirmation.


 


(c)          
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03,
and further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document
in the Mortgage File to be deemed to have a Material Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that
appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to
be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording
thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage
was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii) of the
definition of Mortgage File; (d) the absence from the Mortgage File of any intervening assignments required to create a complete
chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the
assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage
Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (e) the
absence from the Mortgage File of any required letter of credit; or (f) with respect to any related leasehold Mortgage Loan,
the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided,
however, that no Defect (except the Defects previously described in subclauses (a) through (f) of this
Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the
value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under
the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant
servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described
in subclauses (b) through (f) of this Section 2.03(c) shall be considered to materially and adversely
affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the
custodian under the related Non-Serviced PSA. Notwithstanding the 


 






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foregoing, the delivery of executed escrow instructions or a
binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered
a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen
(18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied
with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that
the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File
or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact
that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant
to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall
be liable for any such loss to the extent provided for in Section 8.01 hereof.


 


(d)          
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the applicable Master Servicer and
the applicable Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee,
the Certificate Administrator, the Custodian, the applicable Master Servicer and the applicable Special Servicer of a trust receipt
executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and
other documents pertaining to such Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian,
the applicable Master Servicer and the applicable Special Servicer (other than attorney-client communications that are privileged
communications), and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall
be endorsed or assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 5
of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as
to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including
property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)          
Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the applicable Master Servicer or the applicable Special Servicer, with respect to any Material Defect; provided, however,
that the foregoing shall in no way limit the ability of the applicable Master Servicer, the applicable Special Servicer or the
Trustee to take any action against Basis Investment Group LLC, to the extent provided for pursuant to the related Mortgage Loan
Purchase Agreement, including, without limitation, pursuant to Section 19 thereof.


 


(f)           
The applicable Special Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests and the Class A-3FX Regular Interest), enforce the obligations of the applicable Mortgage Loan Seller under the
applicable Mortgage Loan Purchase Agreement. Such enforcement, including, without limitation, the legal prosecution of claims,
if any, shall be carried out in such form, to such extent 


 






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and at such time as the applicable Special Servicer would require were
it, in its individual capacity, the owner of the affected Mortgage Loan(s). Any costs incurred by a Special Servicer with respect
to the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement
shall, to the extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not
otherwise provided for herein. The applicable Special Servicer shall be reimbursed for the reasonable costs of such enforcement:
first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan
Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that
such expenses are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined
that the amounts described in clauses first and second are insufficient, then pursuant to Section 3.05(a)(vii)
herein out of general collections on the Mortgage Loans on deposit in the related Collection Account. Any costs, expenses or attorneys’
fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the
documents related to an Other Securitization, if applicable.


 


(g)          
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect,
which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant
to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicers and the Special Servicers to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicers, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicers or the Special Servicers allocable to such Mortgage Loan. The applicable Special
Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the
Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided,
however, that such Special Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard
that such actions by it will not impair such Special Servicer’s collection or recovery of principal, interest and other sums
due with respect to the related Mortgage Loan that would otherwise be payable to the applicable Master Servicer, such Special Servicer,
the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided,
further, that such Special Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its
sole discretion in accordance with the Servicing Standard.


 


(h)           If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in
this Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any
other Crossed Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the
applicable Material Defect shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group for purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or
substitute for such other Crossed 


 






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Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage Loan
Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related
Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)           
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase
Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at
such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and
(iii) in connection with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the
Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.


 


(j)           
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or (i) while
the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage
Loan Seller and the applicable Master Servicer or, with respect to a Specially Serviced Loan, the applicable Special Servicer,
on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear
from enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against
the Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral
securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair
the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying
Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising
such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner
that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the
exercise of remedies.



 



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(k)           
(i)  In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement
that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect
to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase Request to the applicable Special Servicer, and such Special
Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party
to this Agreement. Subject to Section 2.03(l), the applicable Special Servicer (the “Enforcing Servicer”)
shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)           
In the event that the Depositor, a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect
with respect to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that
party shall deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage
Loan Seller identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase
Request” and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase
Request”). The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related
Mortgage Loan Seller with respect to a PSA Party Repurchase Request.


 


(iii)          
In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall
apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is
sent to the related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the applicable Master Servicer (in
the case of Non-Specially Serviced Loans) or the applicable Special Servicer (in the case of Specially Serviced Loans) from exercising
any of their respective rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in
the related Mortgage Loan Purchase Agreement or as provided by law.


 


(l)            
(i)  After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether
the Repurchase Request was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder),
the Enforcing Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting
Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and
to the Certificate Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who
shall make such notice available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate
Administrator’s Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request. Such notice shall include a request to Certificateholders to indicate to the Enforcing Servicer their agreement with or
dissent from such Proposed Course of Action Notice, as well as notice that in the event any Certificateholder disagrees with the
Proposed Course of Action Notice, the Enforcing Servicer shall be compelled 


 






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to follow (either as the Enforcing Party or as the
Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to
and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration,
as the case may be. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request
does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase
Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise
its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s
intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect
to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner
does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder,
if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary
Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the
Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise
its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders
or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered
Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action Notice.


 


(ii)          
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate
Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the
sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights against
the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant to
Section 6.08.


 


(iii)         
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election
Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner
(each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer
shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either
mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request
(the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of
the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions
to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing
and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation,
a Requesting Certificateholder may provide a final notice to the




 






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Enforcing Servicer indicating its decision to exercise its right
to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

 


(iv)          If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to
refer the matter to mediation or arbitration.


 


(v)          
If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute
Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder
or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions
relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant
to the terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting
Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material
change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is delivered to
the Enforcing Servicer, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the
course of action under clause (ii), then the applicable Special Servicer shall again become the Enforcing Party and,
as such, shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)         
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
shall not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation
with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest
of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute
of limitations.


 


(vii)         In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 






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(viii)       
For the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall
be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)           The Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however,
the Requesting Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method
is unsuccessful.


 


(m)          
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)           
The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller (such provider, the “Mediation Services Provider”) in accordance with published mediation procedures
(the “Mediation Rules”) promulgated by the Mediation Services Provider.


 


(ii)            The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)         
Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
10 Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)          
The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the
Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)          
Out of pocket costs and expenses of the applicable Special Servicer for mediation or arbitration, to the extent not agreed
to be paid by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party
(in the case of arbitration) shall be reimbursable as a Servicing Advance.


 






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(n)          
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)           
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related
Mortgage Loan Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration
procedures (the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)          
The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied
a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two
peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration
Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the
parties to the extent possible.


 


(iii)         
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         
After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties,
with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority
to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)          
Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)         
The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage


 






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Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)        
By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by
jury.


 


(viii)       
No person may bring a putative or certificated class action to arbitration.


 


(o)          
The following provisions will apply to both mediation and third-party arbitration:


 


(i)           
Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)          
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have
subject matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State
of New York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in
the course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a


 






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governmental regulatory body) for such confidential information, the recipient shall promptly
notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)         
In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be
a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the
Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates
in such proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the
agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any
such costs and expenses allocated to the Requesting Certificateholder.


 


(v)          
In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


 


(vi)         
The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent
provided in Section 5.06.


 


(vii)        
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the
Enforcing Servicer to perform its obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation,
foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy
or other litigation) or the exercise of any rights of a Directing Certificateholder.


 


(viii)       
In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect
to then utilize the alternative method.


 






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(ix)         
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as Trust Fund expenses.


 


Section 2.04     
Execution of Certificates; Issuance of Lower-Tier Regular Interests and the Class A-3FX Regular Interest. The Trustee
hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02,
the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other
assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance
of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation
of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by
the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for
the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR
Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver
to or upon the order of the Depositor, the Regular Certificates, and
the Class R Certificates, and the Certificate Administrator acknowledges the issuance of the Class A-3FX Regular Interest,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and
the Class A-3FX Regular Interest evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the
Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that
it has caused the Certificate Administrator to issue the Class V Certificates in exchange for the related assets of the Grantor
Trust and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of
the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


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-3FX Regular Interest to the Certificate Administrator for the
benefit of the respective Holders of the Class A-3FL and Class A-3FX Certificates. The Certificate Administrator (i) acknowledges
the assignment to it of the Class A-3FX Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares
that it holds and will hold the Class A-3FX Regular Interest in trust for the exclusive use and benefit of all present and future
Holders of the Class A-3FL and Class A-3FX Certificates and the Swap Contract in trust for the exclusive use and benefit of
all present and future Holders of the Class A-3FL Certificates 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-3FX Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges
the receipt by it or its designees, of the Class A-3FL and Class A-3FX Certificates in authorized Denominations. The Depositor
hereby directs the Certificate Administrator to enter into the Class A-3FL Swap Contract and related agreements (including questionnaires)
on behalf of the Trust.


 






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Section 2.05    
Creation of the Grantor Trust. The Class V Certificates are hereby designated as undivided beneficial interests
in the portion of the Trust Fund consisting of the Class V Specific Grantor Trust Assets, and the Class A-3FX Certificates
and Class A-3FL Certificates are hereby designated as undivided beneficial interests in the portions of the Trust Fund consisting
of the Class A-3FX Specific Grantor Trust Assets and the Class A-3FL Specific Grantor Trust Assets, respectively, which
portions shall be treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


Article III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01    
The Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the
Mortgage Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicers and Special Servicers
shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related
Serviced Companion Loans and the applicable REO Properties (other than any REO Property related
to a Non-Serviced Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this
Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders
and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests
and the Class A-3FX Regular Interest), as a collective whole, taking into account the subordinate or pari passu nature of
such Companion Loans (as determined by the applicable Master Servicer or the applicable Special Servicer, as the case may be, in
its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole
Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage
Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion
Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor
Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the applicable Master Servicer
or the applicable Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms
of any Intercreditor Agreement that would cause such Master Servicer or such Special Servicer, as the case may be, to violate the
Servicing Standard or the REMIC Provisions. The General Master Servicer shall be the Master Servicer with respect to all Mortgage
Loans (other than the NCB Mortgage Loans), any related Serviced Pari Passu Companion Loan and other related assets in the Trust
and, as such, shall service and administer such Mortgage Loans, any related Serviced Pari Passu Companion Loan and such other assets
as shall be required of the applicable Master Servicer hereunder and under any related Intercreditor Agreement. The General Special
Servicer shall be the Special Servicer with respect to all the Mortgage Loans (other than the NCB Co-op Mortgage Loans), any Serviced
Pari Passu Companion Loan and other related assets in the Trust and, as such, shall service and administer such Mortgage Loans,
any Serviced Pari Passu Companion Loan and such other assets as shall be required of the applicable Special Servicer hereunder
and under any related


 






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 Intercreditor Agreement. The NCB Master Servicer shall be the Master Servicer with respect to the NCB Mortgage
Loans and other related assets in the Trust and, as such, shall service and administer such NCB Mortgage Loans and such other assets
as shall be required of the Master Servicer hereunder. The NCB Special Servicer shall be the Special Servicer with respect to the
NCB Co-op Mortgage Loans and other related assets in the Trust and, as such, shall service and administer such NCB Co-op Mortgage
Loans and such other assets as shall be required of the Special Servicer hereunder. For purposes of this Agreement and any references
to the duties and obligations of the Master Servicers or Special Servicers, any references to Mortgage Loans in the context of
such duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable Master Servicer
or the applicable Special Servicer and no other Mortgage Loan, Serviced Pari Passu Companion Loan or other related asset in the
Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent with the foregoing, each Master Servicer
and each Special Servicer shall service the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related
Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which,
and with the same care, skill, prudence and diligence with which such Master Servicer or such Special Servicer, as the case may
be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence
and diligence with which such Master Servicer or such Special Servicer, as the case may be, services and administers similar mortgage
loans owned by such Master Servicer or such Special Servicer, as the case may be, with a view to the (A) the timely recovery
of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially
Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage
Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective
whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of the
Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder
or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature
of the related Companion Loan), as determined by the applicable Master Servicer or the applicable Special Servicer, as the case
may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of
prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to
any conflict of interest arising from: (i) any relationship that the applicable Master Servicer, the applicable Special Servicer
or any Affiliate of such Master Servicer or such Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other
parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the
ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the applicable
Master Servicer, the applicable Special Servicer or any Affiliate of such Master Servicer or such Special Servicer, as applicable;
(iii) the obligation, if any, of the applicable Master Servicer to make Advances; (iv) the right of the applicable Master
Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services
and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management
for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate
debt, mezzanine loans or properties not covered by this Agreement or held by the 


 






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Trust by the applicable Master Servicer or the
applicable Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate
of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan
or the related Companion Loan the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of
its Affiliates, may have; and (viii) any obligation of the applicable Master Servicer or the applicable Special Servicer,
or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if such Master
Servicer or such Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively
referred to as the “Servicing Standard”).


 


The applicable Master
Servicer and the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting
the foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and
administer (i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans
as to which a Servicing Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”)
or as otherwise provided herein with respect to Non-Specially Serviced Loans in connection with any Major Decision or Special
Servicer Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that
the applicable Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be
prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified
herein as prepared by the applicable Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the
REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to
such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the applicable Master Servicer shall not be liable for failure to comply with such duties insofar as such failure
results from a failure of the applicable Special Servicer to provide sufficient information to such Master Servicer to comply
with such duties or failure by such Special Servicer to otherwise comply with its obligations hereunder. The applicable
Master Servicer, in its capacity as a Master Servicer, shall not have any responsibility for the performance by the
applicable Special Servicer, in its capacity as a Special Servicer, of its duties under this Agreement. The applicable
Special Servicer, in its capacity as a Special Servicer, shall not have any responsibility for the performance by the
applicable Master Servicer, in its capacity as a Master Servicer, of its duties under this Agreement. Each Mortgage Loan
or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of
the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19
and in accordance with the terms of this Agreement, the applicable Master Servicer shall be obligated to service and
administer any Non-Specially Serviced Loan or any related Serviced Companion Loan. The applicable Special Servicer shall make
the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements and
rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) and forward to the applicable Master
Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. Other than with respect
to WFB Mortgage Loans, after notification to the applicable Master 


 






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Servicer,
the applicable Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by such Master Servicer
to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be
coordinated through and with the cooperation of the applicable Master Servicer. No provision herein contained shall be construed
as an express or implied guarantee by the applicable Master Servicer or the applicable Special Servicer of the collectability
or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely
affect any rights or benefits provided by this Agreement to such Master Servicer or such Special Servicer (including with respect
to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision
in this Agreement for any Advance by the applicable Master Servicer or the Trustee is intended solely to provide liquidity for
the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with
respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to
impose liability on the Master Servicers or the Special Servicers for the reason that any recovery to the Certificateholders in
respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in such
determination.


 


(b)          
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, each of the Master Servicers and the Special Servicers shall have full power and authority, acting alone or,
subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection
with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting the
generality of the foregoing, each of the applicable Master Servicer (with respect to the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any Serviced Pari Passu Companion Loan that it is obligated to service and administer pursuant to this Agreement)
and the applicable Special Servicer (with respect to (x) Special Servicer Decisions and Major Decisions on the Mortgage Loans that
are both (1) Non-WFB Mortgage Loans and (2) required to be serviced and administered by such Special Servicer pursuant to this
Agreement, and (y) the Specially Serviced Loans and REO Properties that such Special Servicer is obligated to service and administer
pursuant to this Agreement), in its own name (or in the name of the Trustee and, if applicable, the related Serviced Companion
Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders (and,
with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with respect
to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any and
all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by
the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral,
and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other documents or
instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and
6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in
the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection 


 






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with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in
their representative capacities (except as set forth below in this paragraph). The applicable Master Servicer (with respect to
Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall provide to the
Mortgagor related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related
Mortgage Loan documents. Subject to Section 3.09(e), the Trustee shall (i) on the Closing Date, furnish to the
applicable Master Servicer and the applicable Special Servicer original powers of attorney in the form of Exhibit R-1
or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and such Master
Servicer or such Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the applicable
Master Servicer or the applicable Special Servicer any powers of attorney substantially in the form of Exhibit R-1
or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and such Master
Servicer or such Special Servicer, as applicable) and other documents necessary or appropriate to enable the applicable Master
Servicer or the applicable Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held responsible or liable for any acts of the applicable Master
Servicer or the applicable Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by
such Master Servicer or such Special Servicer. Notwithstanding anything contained herein to the contrary, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating such Master Servicer’s or such Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that such Master Servicer or such Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice
to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the
judgment of such Master Servicer or such Special Servicer, as applicable, made in accordance with the Servicing Standard) prior
to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate such Master
Servicer’s or such Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the
intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)           
To the extent the applicable Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or
Companion Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action
that requires Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
the applicable Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor.
To the extent the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor
Agreement) require the Mortgagor to bear the costs of any Rating Agency 


 






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Confirmation or confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
the applicable Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor.
To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor
Agreement) are silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
the applicable Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The applicable
Master Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)          
The relationship of each of the Master Servicers and the Special Servicers to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)          
Each Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)           
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the applicable Master Servicer and (ii) the Closing Date, (x) the
applicable Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit
for each Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the applicable Master Servicer
(in care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion
Holders shall be the beneficiary under each such letter of credit and (y) the applicable Master Servicer shall notify each
lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule,
that the Trust is the leasehold mortgagee and that the applicable Master Servicer or the applicable Special Servicer shall service
the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is required to be drawn upon earlier
than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x)
of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the applicable
Master Servicer or the applicable Special Servicer in connection with making a draw under such letter of credit. If the Mortgage
Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment
of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent
required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to
pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such
costs and expenses after the applicable 


 






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Master Servicer has exercised reasonable efforts to collect such costs and expenses from
such Mortgagor, then such Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount
of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the
applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the
related Mortgagor. Neither the applicable Master Servicer nor the applicable Special Servicer shall have any liability for the
failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)           Notwithstanding anything herein to the contrary, in no event shall the applicable Master Servicer (or the Trustee, as applicable)
make an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is
no longer included in the Trust Fund.


 


(h)          
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the
related Intercreditor Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any
party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)            
The applicable Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage
Loan or Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject
to Section 3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard
and to the extent such Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the
Trustee pursuant to any such Intercreditor Agreement. The costs and expenses incurred by such Special Servicer in connection with
such enforcement shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with
respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion
Loan Holder, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan or (ii) with respect to any AB Whole Loan, first, by the related AB Subordinate Companion
Loan and then, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance
with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan.


 


(j)            
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicers nor the Special Servicers shall be obligated under a separate agreement to which it is not a
party); provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely
with 


 






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respect
to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken
while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect
to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall
be payable out of the Trust Fund and the applicable Master Servicer shall have no obligation to make any Advance on or after the
date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of
any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then
for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the
applicable Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced
Whole Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance
is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business
Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the
applicable Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on
the Mortgage Loans and REO Properties) received by such Master Servicer, reimburse the Other Servicer for such Servicing Advances
in the same manner and on the same level of priority as if such Servicing Advances had been made by such Master Servicer hereunder.


 


(k)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s
and the applicable Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s
and the applicable Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to
the terms of the related Non-Serviced Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer with respect thereto under the related Non-Serviced PSA. The applicable Master Servicer (or, with respect to any
Specially Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards
to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA.


 


(l)             The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the
related Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor
Agreement, (i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced
Master Servicer and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event
that (A) the related Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced
PSA and (B) the related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related
Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with
the related Non-Serviced PSA, until such time as a new servicing agreement has been agreed to by the parties to the related
Non-Serviced Intercreditor Agreement in
accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing
agreement would not result in a downgrade, 


 






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qualification or withdrawal of the then current ratings of any Class of Certificates
then outstanding.


 


(m)         
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s
and the applicable Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s
and the applicable Special Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the
terms of the related Intercreditor Agreement. The applicable Master Servicer (or, if a Serviced Whole Loan becomes a Specially
Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the
benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement.
In the event of any conflict between this Agreement and the related Intercreditor Agreement, the provisions of the related Intercreditor
Agreement shall control.


 


(n)          
[RESERVED].


 


(o)          
For the avoidance of doubt, none of the Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee
have any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The
obligation of the applicable Master Servicer to provide information and collections and make P&I Advances to the Certificate
Administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt
of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(p)          
Nothing contained in this Agreement shall limit the ability of the applicable Master Servicer or the applicable Special
Servicer to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except, in the case of an
NCB Co-op Mortgage Loan, any such indebtedness as to which the NCB Subordinate Debt Conditions have been satisfied, which indebtedness
may be secured by a lien on the related Mortgaged Property), accept deposits from and otherwise generally engage in any kind of
business or dealings with any Mortgagor as though the applicable Master Servicer or the applicable Special Servicer was not a party
to this Agreement or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify
or supersede the Servicing Standard.


 


Section 3.02    
Collection of Mortgage Loan Payments. (a)  Each of the applicable Master Servicer and the applicable Special
Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow
such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided
that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance
with each provision of the related Mortgage Loan documents, the applicable Master Servicer and the applicable Special Servicer
shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest,
other than requests 


 






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for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance
of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided,
further, that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to
enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents.
The applicable Master Servicer or the applicable Special Servicer, as applicable, may in its discretion waive any Penalty Charge
in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three
(3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan;
provided that such Master Servicer or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge
in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long
as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed
to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect
to such Mortgage Loan may be made, subject to the Servicing Standard, only after the applicable Master Servicer or the applicable
Special Servicer, as the case may be, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed
waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing
Certificateholder has consented to such additional waiver (provided that if such Master Servicer or such Special Servicer,
as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days
of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided,
further, that after the occurrence and during the continuance of a Control Termination Event, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard
without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall
have no consent rights with respect to any Excluded Loan with respect to the foregoing waivers.


 


(b)           
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related
Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor
in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan
in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage
Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms
of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses;


 






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second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid
interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage
interest accrual period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have
not been allocated as recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


 






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twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to
the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the
manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


(ii)           
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable,
pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid
interest on such Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage
interest accrual period, over (ii) the cumulative amount of 


 






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the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have
not been allocated as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates);


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)          
Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 






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(c)           
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the applicable Master Servicer
shall apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under
the related Mortgage Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately
succeeding the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)          
In the event that the applicable Master Servicer or the applicable Special Servicer receives Excess Interest prior to the
Determination Date for any Collection Period, or receives notice from the related Mortgagor that such Master Servicer or such Special
Servicer will be receiving Excess Interest prior to the Determination Date for any Collection Period, such Master Servicer or such
Special Servicer, as the case may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the
related Distribution Date. None of the Master Servicers, the Special Servicers, the Certificate Administrator or the Trustee shall
be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements
shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)           
In connection with the Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required
to escrow funds or to post a letter of credit related to obtaining performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has
the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless the holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)            
[RESERVED].


 


Section 3.03     
Collection of Taxes, Assessments and Similar Items; Servicing Accounts.(a)  Each Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received
by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan
documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held
for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed
to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit
in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan
documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall
be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan 


 



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documents. Withdrawals
of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments
were collected and comparable items; (ii) reimburse the Trustee and then the applicable Master Servicer, if applicable, for
any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to
Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion
Loan and as described below or, if not so required, to the applicable Master Servicer; (v) after the occurrence of an event
of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage
Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted
by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01. As part of its servicing duties, the applicable Master Servicer shall pay or cause
to be paid to the related Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the
related Mortgage Loan or Companion Loan; provided, however, that in no event shall the applicable Master Servicer
be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing
Account. If allowed by the related Mortgage Loan documents and applicable law, the applicable Master Servicer may charge the related
Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)          
The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan),
and the applicable Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and
each related Serviced Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting
the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than
any REO Loan succeeding a Non-Serviced Mortgage Loan), and the applicable Master Servicer, in the case of all other related Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan, shall use reasonable efforts consistent
with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums)
and shall effect payment thereof from the REO Account or by the applicable Master Servicer as Servicing Advances prior to the applicable
penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied
by the applicable Master Servicer at the written direction of the applicable Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect
to any Non-Serviced Mortgage Loan, the applicable Master Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the
related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable
Special Servicer, in the case of REO Loans, and the applicable Master Servicer, in the case of all other such Mortgage Loans or
Companion Loan, as 


 



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applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the
Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time
they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items.


 


(c)            In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and
each Serviced Whole Loan, as applicable, the applicable Master Servicer shall advance all such funds as are necessary for the
purpose of effecting the payment of (i) real estate taxes, assessments and other similar items that are or may become a
lien thereon, (ii) ground rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and
to the extent Escrow Payments collected from the related Mortgagor (or related REO Revenues, if applicable) are insufficient
to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis, and provided, however,
that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however,
that with respect to the payment of taxes and assessments, the applicable Master Servicer shall not be required to make such
advance until the later of (i) five (5) Business Days after such Master Servicer, the applicable Special Servicer, the
Certificate Administrator or the Trustee, as the case may be, has received confirmation that such item has not been paid and
(ii) the date prior to the date after which any penalty or interest would accrue in respect of such taxes or
assessments. The applicable Special Servicer shall give the applicable Master Servicer and the Trustee no less than five (5)
Business Days’ written (facsimile or electronic) notice before the date on which such Master Servicer is requested to
make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing
Advances required to be made on an emergency or urgent basis provided, further, that the applicable Special
Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or
emergency basis) more frequently than once per calendar month (although such request may relate to more than one Servicing
Advance). The applicable Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request
to the applicable Special Servicer, in which case such Special Servicer shall remit such Servicing Advances to the ultimate
payees. The applicable Special Servicer shall have no obligation to make any Servicing Advances; provided that in an
urgent or emergency situation requiring the making of a Servicing Advance, such Special Servicer may make a Servicing
Advance. Within five (5) Business Days of making such a Servicing Advance, such Special Servicer shall deliver to the
applicable Master Servicer request for reimbursement for such Servicing Advance, along with all information and
documentation in such Special Servicer’s possession regarding the subject Servicing Advance as such Master Servicer may
reasonably request, and such Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse
such Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by such
Special Servicer pursuant to the terms hereof), together with interest thereon at the Reimbursement Rate from the date made
to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made
within five (5) Business Days of the written
request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in
writing by such Special Servicer. Upon the applicable Master Servicer’s reimbursement to the applicable Special Servicer
of any Servicing 


 



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Advance and payment to such Special Servicer of interest thereon, all in accordance with this Section 3.03,
such Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as
such Special Servicer actually made such Servicing Advance, and accordingly, such Master Servicer shall be entitled to be reimbursed
for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and
to the same extent as such Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at
the time such Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c), the applicable
Master Servicer shall not be required to reimburse the applicable Special Servicer out of its own funds for, or to make at the
direction of such Special Servicer, any Servicing Advance if such Master Servicer determines in its reasonable judgment that such
Servicing Advance, although not characterized by such Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable
Servicing Advance. The applicable Master Servicer shall notify such Special Servicer in writing of such determination and, if
applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to such Special Servicer pursuant to Section 3.05
of this Agreement.


 


Any request by a
Special Servicer that the applicable Master Servicer make a Servicing Advance shall be deemed to be a determination by such
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and such Master Servicer
shall be entitled to conclusively rely on such determination, provided that the determination shall not be binding on
such Master Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date,
the applicable Special Servicer shall report to the applicable Master Servicer if such Special Servicer determines any
Servicing Advance previously made by such Master Servicer with respect to a Specially Serviced Loan or REO Loan is a
Nonrecoverable Servicing Advance. Such Master Servicer shall be entitled to conclusively rely on such a determination, but
such determination shall not be binding upon such Master Servicer, and shall in no way limit the ability of such Master
Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance. If
the applicable Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the applicable Master Servicer shall have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable
Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and
further as provided in Section 3.05(a). No costs incurred by a Master Servicer or a Special Servicer in effecting
the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of
monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any
related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced
Companion Loan, if applicable, so permit. If a Master Servicer fails to make any required Servicing Advance as and when due
(including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall
make such Servicing Advance pursuant to Section 7.05.
Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would,
if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicers shall consider Unliquidated Advances
in 


 



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respect
of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation to
make any Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment elect
(but shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and REO
Loans) to make a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as
a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable
as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below
notwithstanding that the applicable Master Servicer (or the applicable Special Servicer, as the case may be) has determined that
a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially
Serviced Loans or REO Loans, the applicable Special Servicer has notified the applicable Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced by an
Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The applicable Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable
Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to
the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect
to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable
servicing advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided
for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


(d)          
In connection with its recovery of any Servicing Advance out of the applicable Collection Account (or any Companion Distribution
Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a),
the Trustee, the applicable Special Servicer and then the applicable Master Servicer, as the case may be and in that order, shall
be entitled to receive, out of any amounts then on deposit in the applicable Collection Account interest at the Reimbursement Rate
in effect from time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the date
of reimbursement. Subject to Section 3.17(c), the applicable Master Servicer shall reimburse itself, the applicable
Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible after
funds available for such purpose
are deposited in the applicable Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by
the Companion Paying Agent, if applicable) subject to the applicable Master Servicer’s or the Trustee’s options and
rights to defer recovery 


 



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of such amounts as provided herein; provided, however, that such Master Servicer’s
or Trustee’s options and rights to defer recovery of such amounts shall not alter such Master Servicer’s obligation
to reimburse such Special Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts
on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient for any such reimbursement,
the applicable Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights of the holder
of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available from the holder of
the related Companion Loan.


 


(e)          
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request from the Mortgagor written confirmation
thereof within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established
or completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall
report any such failure to the applicable Special Servicer within a reasonable time after the date as of which actions or remediations
are required to be or to have been taken or completed.


 


Section 3.04     
The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account
and the Class A-3FX Regular Interest Distribution Account. (a)  Each Master Servicer shall establish and maintain,
or cause to be established and maintained, a Collection Account in which such Master Servicer shall deposit or cause to be deposited
on a daily basis and in no event later than the second Business Day following receipt of available and properly identified funds
(in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other
than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date,
which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than any
amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other
than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto, in each
case, with respect to the Mortgage Loans for which it acts as Master Servicer:


 


(i)            all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 



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(ii)          
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)           late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)           all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that
are received in connection with the purchase by the applicable Master Servicer, the applicable Special Servicer, the Holders of
the majority of the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties
in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and
(B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from
a securitization by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together
with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)           
any amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)           any amounts required to be deposited by either Master Servicer pursuant to Section 3.06 in connection with
losses incurred with respect to Permitted Investments of funds held in its Collection Account; and


 


(vii)        
any amounts required to be deposited by either Master Servicer or either Special Servicer pursuant to Section 3.07(b)
in connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, a Master Servicer need not deposit into its Collection Account any amount that such Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts either Master Servicer or either Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by such Master Servicer in its Collection Account. If either Master Servicer shall deposit in its Collection
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therein,
it may at any time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding. Assumption,
extension and modification fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered to the
applicable Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the applicable
Special Servicer shall remit within one (1) Business Day such amounts to the applicable Master Servicer for deposit into its Collection
Account, in accordance with this Section 3.04(a). Any such amounts received by the applicable Special Servicer with
respect to an REO Property shall be deposited by such Special Servicer into its REO Account and remitted to the applicable Master
Servicer for deposit into its Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid
by check to the order of the applicable Special Servicer, such Special Servicer shall endorse without recourse or warranty such
check to the order of the applicable Master Servicer and shall promptly deliver any such check to such Master Servicer by overnight
courier. Funds in the Collection Accounts may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.
As of the Closing Date, the Collection Account for the General Master Servicer shall be located at the offices of Wells Fargo Bank,
National Association. As of the Closing Date, the Collection Account for the NCB Master Servicer shall be located at the offices
of Wells Fargo Bank, National Association. Each Master Servicer shall give written notice to the Trustee, the Special Servicers,
the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)          
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Class A-3FX Regular Interest Distribution Account and the Gain-on-Sale Reserve Account
in trust for the benefit of the Certificateholders (other than Holders of the Class V Certificates), (ii) the Upper-Tier
REMIC Distribution Account for the benefit of the Certificateholders (other than the Holders of the Class V Certificates),
and (iii) the Excess Interest Distribution Account for the benefit of the Holders of the Class V Certificates. Each Master
Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit (x) in
the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans for which it
acts as Master Servicer (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c)
and (d) of the definition of Available Funds) for the related Distribution Date and (y) in the Excess Interest Distribution
Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account maintained by such Master
Servicer after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so
long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held in the Distribution Account, the
Interest Reserve Account, the Class A-3FX Regular Interest Distribution Account and the Excess Interest Distribution Account shall
remain uninvested.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the related Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following receipt of properly
identified funds (to the extent consistent


 



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with
the related Intercreditor Agreement), deposit in the Companion Distribution Account any and all amounts received by the Companion
Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor Agreement to be deposited therein;
provided, however, that the Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts
deposited with respect to such Serviced Companion Loan. The applicable Master Servicer shall deliver to the Companion Paying Agent
each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution Account, an aggregate amount
of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of available
funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms of this Agreement and the related
Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances relating to the Serviced
Companion Loans that have been deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the
applicable Master Servicer shall withdraw from its Collection Account (or applicable portion thereof) an aggregate amount equal
to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans prior to such dates; provided,
however, that in no event shall the applicable Master Servicer be required to transfer to the Companion Distribution Account
any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions
of this Agreement and/or the related Intercreditor Agreement; (2) on each Serviced Whole Loan Remittance Date, the Companion
Paying Agent shall make the payments and remittance described in Section 4.01(k), which payments and remittance shall
be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account, the Class A-3FX Regular Interest Distribution Account and the Interest Reserve Account, may be subaccounts of a single
Eligible Account, which shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, each Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)           
any amounts required to be deposited by such Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)          
any P&I Advances required to be made by such Master Servicer in accordance with Section 4.03;


 


(iii)         
any Liquidation Proceeds paid by such Master Servicer, the applicable Special Servicer, the Holders of the Controlling
Class or the Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO
Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited
in the related Collection Account pursuant to Section 9.01);


 



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(iv)          any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)           any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any
provision of this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the applicable Master Servicer shall not have
delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any
P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the applicable Master Servicer
shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment
was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including)
the date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively, and then
immediately be deemed to withdraw from the Upper-Tier REMIC Distribution Account and deposit in (i) the Class A-3FL Sub-Account,
an aggregate amount of immediately available funds equal to the Class A-3FL Percentage Interest of Class A-3FX/A-3FL Available
Funds and the Class A-3FL Percentage Interest of any Prepayment Premiums and Yield Maintenance Charges actually collected
and allocated to the Class A-3FX Regular Interest for such Distribution Date as specified in Section 4.01(b) and Section
4.01(e) and (ii) the Class A-3FX Sub-Account, an aggregate amount of immediately available funds equal to the Class A-3FX
Percentage Interest of the Class A-3FX/A-3FL Available Funds and the Class A-3FX Percentage Interest of any Prepayment Premiums
and Yield Maintenance Charges actually collected and allocated to the Class A-3FX Regular Interest for such Distribution Date as
specified in Section 4.01(b) and Section 4.01(e).


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, the Lower-Tier REMIC Distribution Account or the Class A-3FX Regular Interest Distribution Account shall not be invested
for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that such
funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the
Certificate


 



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Administrator
is not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate Administrator,
shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington
Trust, National Association, as Trustee for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage
Pass Through Certificates, Series 2016-C32 as their interests may appear”, or in the name of any successor trustee, as Trustee
for the Holders of the Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass Through Certificates, Series 2016-C32
as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicers or the Special Servicers
shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account and the Class A-3FX Regular Interest Distribution Account shall be located at the offices of the Certificate
Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicers and the Depositor of the proposed
location of the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account,
the Lower-Tier REMIC Distribution Account, and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Accounts (other than (i) any portion holding the Class V Specific Grantor Trust Assets, the Class A-3FL
Specific Grantor Trust Assets and the Class A-3FX Specific Grantor Trust Assets and (ii) the Companion Distribution Account,
if it is a sub-account of a Collection Account, the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any
Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment of funds
in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of the Collection
Accounts holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts) and the Class
A-3FX Regular Interest Distribution Account will be owned by the Grantor Trust for the benefit of the Holders of the Class V
Certificates and the Class A-3FL and Class A-3FX Certificates, respectively; the Companion Distribution Account (including interest,
if any, earned on the investment of funds in


 



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such
account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned
on the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)          
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from either Master Servicer or either Special Servicer pursuant to Section 3.02(d), the
Certificate Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account
in its own name on behalf of the Trustee in trust for the benefit of the Holders of the Class V Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior
to the applicable Distribution Date, each Master Servicer shall remit to the Certificate Administrator for deposit in the Excess
Interest Distribution Account an amount equal to the Excess Interest received by such Master Servicer prior to the Determination
Date for the applicable Collection Period.


 


(d)           Following the distribution
of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which there are no longer any Mortgage
Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess
Interest Distribution Account.


 


(e)          
The Certificate Administrator shall establish (upon notice from the applicable Special Servicer of an event occurring that
generates Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale
Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from
trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition
that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted
to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)           
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)          
On or before the Closing Date, the Certificate Administrator (on behalf of the Trustee) shall establish and maintain the
Class A-3FX Regular Interest Distribution Account as a sub-account of the Distribution Account. The Class A-3FX Regular Interest
Distribution Account shall have the following two sub-accounts: (i) a sub-account (the “Class A-3FL Sub-Account”),
which shall be held in trust for the benefit of the Holders of the Class
A-3FL Certificates and the Swap Counterparty, as their interests may appear, and (ii) a sub-account (the “Class A-3FX
Sub-Account”), which shall be held in trust for the benefit of the Holders of the 


 



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Class
A-3FX Certificates. The Class A-3FX Regular Interest Distribution Account shall be established and maintained as an Eligible Account
or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals
from the Class A-3FX Regular Interest Distribution Account in accordance with Section 3.05, Section 4.01(b) and
Section 4.01(e), as applicable.


 


(h)           
[RESERVED].


 


(i)            
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The applicable Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss
of Value Payments received by it. The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor
Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss
of Value Reserve Fund through the Collection Account to the Certificateholders as paid to and distributed by the Trust REMICs and
(ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller
as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable
Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall
be taxable on all income earned thereon.


 


Section 3.05     
Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account.
(a)  Each Master Servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount
of the Collection Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not
being an order of priority and without duplication of the same payment or reimbursement):


 


(i)            
 (A)  no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts
required to be remitted by such Master Servicer pursuant to the first paragraph of Section 3.04(b) or that
may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph
of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts
required to be so deposited with respect to the Companion Loans;


 


(ii)            (A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National
Association if Wells Fargo Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the
NCB Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing


 



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Fees
in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the applicable
Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the applicable Special Servicer
any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or
Corrected Loan, as applicable, and any expense incurred by such Special Servicer in connection with performing any inspections
pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance
and Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case
of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances,
or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan, as applicable, and
then, from the AB Mortgage Loan) and then out of general collections on the Mortgage Loans and REO Properties serviced
by such Master Servicer, (C) to pay the Operating Advisor (or the applicable Master Servicer, if applicable) any unpaid Operating
Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other
than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or
Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced
Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received on or in respect of
such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation
Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or
Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations
Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer
Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)           to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the applicable Master
Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts
received which represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage
Loans and REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole
Loan, reimbursement of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage
Loan and not from any amounts collected with respect to any related


 



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Serviced
Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan) prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in such Collection Account; provided, further, that if such
P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties serviced by such Master
Servicer on deposit in such Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)           to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing
Advances, the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights
to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or any related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds,
Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced
Whole Loan, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to
a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and
Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances, or (ii) with respect to
an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage
Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other funds
unrelated to such Serviced Whole Loan on deposit in such Collection Account related to any Mortgage Loan); provided, however,
that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall
additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of
general collections and recoveries on or in respect of the Mortgage Loans and REO Properties serviced by such Master Servicer
on deposit in such Collection Account from time to time that represent collections or recoveries of principal to the extent provided
in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then
such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)            to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable
Advances first, out of REO Revenues,


 



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Liquidation
Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and any related Companion Loan
(with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect thereto), then, out
of the principal portion of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties serviced by such Master Servicer, (2) for Workout-Delayed Reimbursement Amounts,
out of the principal portion of the general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer
net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable
Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances,
or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then
from the AB Mortgage Loan and provided, further, that, in case of such reimbursement with respect to Nonrecoverable
Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1)
and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in such Collection
Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I
Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such
Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance
with the terms of the related Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the
foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds
unrelated to such Serviced Whole Loan on deposit in such Collection Account related to any Mortgage Loan) or (3) to pay itself,
with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee
that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect
to such Mortgage Loan or REO Property and the deposit into such Collection Account of all amounts received in connection therewith;


 


(vi)         
at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I
Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest
accrued and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing
Advances


 






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(including
any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be,
any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable
Advances pursuant to clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee
or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events, subject to
the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually
distributable to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion
Loan);


 


(vii)         
to reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses
reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the
applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage
Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value
Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with
clause (iv) of the definition of Purchase Price;


 


(viii)         in accordance with Section 2.03(f), to reimburse itself or the applicable Special Servicer, as the case may
be, first, out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage
Loan or REO Loan, and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master
Servicer, for any unreimbursed expense reasonably incurred by such Person in connection with the enforcement of the applicable
Mortgage Loan Seller’s obligations under Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to
the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise; provided that,
in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above relating to
a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances
or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and
then, from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related


 



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Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(ix)           to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer;
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loan;


 


(x)           
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in such Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to such Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty
Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only
to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the
related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest
on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees)
in accordance with Section 3.11(d); and (b) to pay the applicable Special Servicer, as additional servicing compensation
in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent
collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially
Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred
by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)          
to recoup any amounts deposited in such Collection Account in error;


 


(xii)         
to pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer
or any of their respective directors, officers,


 



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members,
managers, employees and agents, or CREFC®, as the case may be, out of general collections, any amounts payable
to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(xiii)         to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an
amendment to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment is in furtherance of the
rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(xiv)         to pay out of general collections on the Mortgage Loans and the REO Properties serviced by such Master Servicer any and
all federal, state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental
costs and expenses, to the extent that none of the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator or the Trustee is liable therefor pursuant to Section 10.01(g);


 


(xv)          to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties serviced
by such Master Servicer for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 



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(xvi)         to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously
purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating
to periods after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received
thereon subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic
Payments due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)        to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xviii)       to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


(xix)         to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)          so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination
Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection
Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general
funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments
or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (i)-(xix)
above or clause (xxii) below;


 


(xxi)         to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxii)        to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


Each Master Servicer
shall also be entitled to make withdrawals from time to time, from its Collection Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


 


Each Master Servicer
shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the
purpose of justifying any withdrawal from its Collection Account.


 



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Each Master Servicer
shall pay to the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer from its Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing
Officer of such Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible
Officer of the Trustee or the Certificate Administrator describing the item and amount to which such Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The applicable Master Servicer
may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The applicable
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request for withdrawal from the applicable Collection Account.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general
collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable
to the related Companion Loan, as applicable.


 


(b)            The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 


(i)             to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest
pursuant to Section 4.01(c);


 


(ii)            to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)           to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)           to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate
Administrator as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the
Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 3.18(d),
(C) the Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02
to the extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, either Master Servicer or either
Special Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of
the Trust Fund, or (E) the


 



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Trustee,
the Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


(v)            to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicers or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 


(vi)           to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to
the Lower-Tier REMIC or the Upper-Tier REMIC;


 


(vii)          to pay to the applicable Master Servicer any amounts deposited by such Master Servicer in the Distribution Accounts not
required to be deposited therein;


 


(viii)         to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)           termination of this Agreement pursuant to Section 9.01.


 


(c)            The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)            The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)            
to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the Class UR Interest) and to the Class A-3FX Regular
Interest Distribution Account in respect of the Class A-3FX Regular Interest, on each Distribution Date pursuant to Section
4.01 or Section 9.01, as applicable; and


 


(ii)           
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section
9.01.


 


(e)           
The Certificate Administrator may make withdrawals from the Class A-3FX Regular Interest Distribution Account (and the Class
A-3FX Sub-Account and Class A-3FL Sub-Account) for each of the following purposes (the order set forth below not constituting an
order of priority for such withdrawals):


 


(i)            
to withdraw amounts deposited in the Class A-3FX Regular Interest Distribution Account in error and pay such amounts to
the Persons entitled thereto;


 



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(ii)           
to pay any funds required to be paid to the Swap Counterparty under the Class A-3FL Swap Contract as specified in Section
3.34(c), and to pay costs or expenses, if any, related to the Class A-3FL Swap Contract, in each case from the Class A-3FL
Sub-Account only, pursuant to Section 3.34(e);


 


(iii)          
to make distributions to the Holders of the Class A-3FL and Class A-3FX Certificates, as applicable, pursuant to Section 4.01(b);
and


 


(iv)          
to clear and terminate the Class A-3FX Regular Interest Distribution Account (and the Class A-3FX Sub-Account and Class
A-3FL Sub-Account) pursuant to Section 9.01.


 


(f)            
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Accounts and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be
paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of
Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit
in the Collection Accounts and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate
Administrator Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit
in the Collection Accounts are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(ii),
(a)(iii), (a)(iv), (a)(v), and (a)(vi) then reimbursements shall be paid first to the Certificate
Administrator and to the Trustee, pro rata, second to the applicable Special Servicer, third to the applicable
Master Servicer and then to the Operating Advisor.


 


(g)           
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the applicable Special Servicer shall, promptly upon written direction from the applicable
Master Servicer (provided that, (1) with respect to clause (iv) below, such Special Servicer shall have
provided notice to such Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v)
below, the Certificate Administrator shall have provided such Master Servicer and such 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 such Master Servicer for deposit into the applicable Collection Account for the following purposes:


 


(i)            
to reimburse the applicable 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 Serviced REO Property (together
with any interest on such Advances);


 


(ii)           
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense or Liquidation Fee relating to


 



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such
Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value Payments, would
constitute an additional expense of the Trust;


 


(iii)          
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case
may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage
Loan or any related successor REO Loan;


 


(iv)          
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)           
On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses
that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any
Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)           
Any Loss of Value Payments transferred to a Collection Account pursuant to clauses (i)-(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to a Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to such Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)            
The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06     
Investment of Funds in the Collection Accounts and the REO Account. (a)  Each Master Servicer may direct
any depository institution maintaining its Collection Account, the Companion Distribution Account (with respect to the General
Master Servicer), or any Servicing Account (for purposes of this Section 3.06, an “Investment Account”),
each Special Servicer may direct any depository institution maintaining its REO Account (also for purposes of this Section 3.06,
an “Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held
therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the
obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such account


 



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pursuant
to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the
applicable Master Servicer or the applicable Special Servicer, as the case may be, on behalf of the Trustee (in its capacity as
such) for the benefit of the Certificateholders. Each Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for such Master Servicer), each Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) on behalf of the Trustee, shall
maintain continuous physical possession of any Permitted Investment of amounts in such Collection Account, such Companion Distribution
Account, such Servicing Accounts, such Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a
“certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to
Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security interest by physical
possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the form of a “security
entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), each Master Servicer or each Special Servicer,
as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee
to have control over such security entitlement. In the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the applicable Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for such Master Servicer) or the applicable Special Servicer (in
the case of the REO Account or any Servicing Account maintained by or for such Special Servicer) shall:


 


(i)             consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


(ii)            demand payment of all amounts due thereunder promptly upon determination by the applicable Master Servicer, the applicable
Special Servicer, the Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute
a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.


 


(b)            Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the applicable Master Servicer to the extent of the Net Investment Earnings, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the applicable Master Servicer to
the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.
Interest and investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such
account for each period from and including any Distribution Date to and including the immediately


 



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succeeding
P&I Advance Date, shall be for the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its
withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted
Investment (as to which the applicable Master Servicer or applicable Special Servicer, as the case may be, would have been entitled
to any Net Investment Earnings hereunder) directed to be made by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account,
Loss of Value Reserve Fund or the REO Account, the applicable Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for such Master Servicer), the applicable Special Servicer (in
the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall
deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if
any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to the current Distribution Date; provided that neither the applicable Master Servicer nor the applicable
Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such
Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition
of Eligible Account at the time such investment was made (and, with respect to the applicable Master Servicer, such federal or
state chartered depository institution or trust company is not an Affiliate of such Master Servicer unless such depository institution
or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment
was made and (y) thirty (30) days prior to such insolvency).


 


(c)           
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the applicable Master
Servicer may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class
shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution
of appropriate proceedings.


 


Section 3.07     
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  Each Master Servicer
(with respect to the applicable Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan)
shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), and each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall
maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under
the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the applicable Master Servicer or the applicable Special Servicer,
as the case may be). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination
with respect to any required Servicing Advance, each Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is


 






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required
under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is available
to such Master Servicer or such Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable
rates, as determined ((i) prior to the occurrence and continuance of any Control Termination Event and (ii) other than
with respect to any Excluded Loan, any determination that such insurance coverage is not available or not available at commercially
reasonable rates to be made with the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan,
prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the holder of the related
AB Subordinate Companion Loan)) by each Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than any Non-Serviced
Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default
as determined by such Special Servicer; provided, however, that if any Mortgage permits the holder thereof to dictate
to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, such Master Servicer or, with respect to
REO Property, such Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are
consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided
that, with respect to the immediately preceding proviso, a Master Servicer shall be obligated to use efforts consistent with
the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting
from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the applicable
Special Servicer with ((i) unless a Control Termination Event has occurred and is continuing and (ii) other than with
respect to any Excluded Loan) the consent of the Directing Certificateholder) and only in the event the Trustee has an insurable
interest therein and such insurance is available to the applicable Master Servicer or the applicable Special Servicer, as the
case may be, and, if available, can be obtained at commercially reasonable rates. Each Master Servicer and each Special Servicer
shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance
is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed
or paid to the applicable Special Servicer as provided in the third-to-last sentence of this paragraph, such Special Servicer
shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage Loan documents unless such Special Servicer determines ((i) prior to
the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan, with
the consent of the Directing Certificateholder) that such insurance is not available at commercially reasonable rates or that
the Trustee does not have an insurable interest, in which case the applicable Master Servicer shall be entitled to conclusively
rely on such Special Servicer’s determination. All Insurance Policies maintained by a Master Servicer or a Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the applicable Master Servicer on behalf
of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan),
including any related Serviced Companion Loan, other than REO Properties) or to the applicable Special Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case
of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the
full replacement cost of the


 



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improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding
principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable,
and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement
cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage
Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case
of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the
first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable
law to issue such Insurance Policies. Any amounts collected by a Master Servicer or a Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by a Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by such Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred
by a Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the applicable Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection
Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single
“Mortgage Loan”. Notwithstanding any provision to the contrary, no Master Servicer will be required to maintain, and
will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such
insurance was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is
currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, each Master Servicer shall, consistent with the Servicing Standard, (A) monitor in
accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions;
provided that each Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining
whether such


 



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policies
contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the
Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the
applicable Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge
(such knowledge to be based upon such Master Servicer’s compliance with the immediately preceding clauses (A)
and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by such Master Servicer pursuant
to clause (B) above. If such Special Servicer determines in accordance with the Servicing Standard that such failure
is not an Acceptable Insurance Default, such Special Servicer shall notify the applicable Master Servicer and such Master Servicer
shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. Each Special Servicer (at the
expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations. Each Master Servicer shall
be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions
exist. Furthermore, each Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider
for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10)
highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more
than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that a
Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder,
neither the applicable Master Servicer nor such Special Servicer will be liable for any loss related to its failure to require
the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of its obligations as a result
of such failure and such Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)          
(i)  If either Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy
with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion
Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the applicable Master Servicer or the applicable
Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses which
would have been covered by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of
such loss or losses that would have been covered under the individual policy but are not covered under the blanket Insurance Policy
because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer
of the Mortgage Loans or any Serviced Companion Loans, the applicable Master Servicer agrees to prepare and present, on behalf
of itself, the Trustee and Certificateholders, claims under any such blanket Insurance


 



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Policy
in a timely fashion in accordance with the terms of such policy. Each Special Servicer, to the extent consistent with the Servicing
Standard, may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
provided coverage is available at commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(i)           
If either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by
a master single interest or force-placed insurance policy with a Qualified Insurer naming such Master Servicer or such Special
Servicer on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to
the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the
event either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such
master single interest or force-placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged
Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged
Property or REO Property is covered thereby) shall be paid by such Master Servicer as a Servicing Advance. Such master single
interest or force-placed policy may contain a deductible clause, in which case such Master Servicer or such Special Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying
with the provisions of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such policy had it been maintained, deposit into the Collection Account from its own funds the amount not otherwise payable
under the master single or force-placed interest policy because of such deductible clause, to the extent that any such deductible
exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion Loan,
or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)           
Each of the Master Servicers and the Special Servicers shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or
errors or omissions. Notwithstanding the foregoing, so long as the long-term debt or the deposit obligations or claims paying ability
of the applicable Master Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote
parent), as applicable, is rated at least “A3” by Moody’s and “A(low)” by DBRS (if rated by DBRS),
the applicable Master Servicer (or its public parent) or the applicable Special Servicer (or its public parent), as applicable,
shall be allowed to provide self-insurance with respect to a fidelity bond and an “errors and omissions” insurance
policy. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the
applicable Master Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of such Master Servicer
or such Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements
of this Section 3.07(c). Each Special Servicer and each Master Servicer will promptly report in writing to the Trustee
any material changes that may occur in their respective fidelity bonds, if any, and/or their


 






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respective
errors and omissions insurance policies, as the case may be, and will furnish to the Trustee copies of all binders and policies
or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.


 


(d)          
At the time the applicable Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property
(other than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance
has been made available), such Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor
(in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance
is available at commercially reasonable rates (as determined by such Master Servicer in accordance with the Servicing Standard
and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to
the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, such Master
Servicer shall promptly make a Servicing Advance for such costs.


 


(e)           
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent
available at commercially reasonable rates (as determined by such Special Servicer (with respect to any Mortgage Loan other than
an Excluded Loan or prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder)
in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available
under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount
on deposit therein is insufficient therefor, paid by the applicable Master Servicer as a Servicing Advance.


 


(f)           
Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08     
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 






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(i)            
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)           
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer;


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with
respect to any Mortgage Loan that is not a Specially Serviced Loan and provided that the matter does not involve a Special
Servicer Decision or a Major Decision with respect to any Non-WFB Mortgage Loan) or the applicable Special Servicer (in any other
case), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such
Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any
sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that
(i)(A)  such Master Servicer or such Special Servicer, as the case may be, shall obtain the prior written consent of (x) in
the case of such Master Servicer, such Special Servicer, provided that such consent will be deemed given (unless earlier
objected to by such Special Servicer) within fifteen (15) Business Days (or five (5) Business Days after the time period provided
for in any related Intercreditor Agreement) of the applicable Special Servicer’s receipt from the applicable Master Servicer
of such Master Servicer’s written recommendation and analysis with respect to such waiver and all information reasonably
requested by such Special Servicer and reasonably available to the applicable Master Servicer in order to make an informed decision
with respect to such waiver and (y) in the case of the such Special Servicer, if such Mortgage Loan is not an Excluded Loan
and no Control Termination Event shall have occurred and be continuing, the Directing Certificateholder, which consent shall be
deemed given (unless earlier objected to by the Directing Certificateholder) ten (10) Business Days after the Directing Certificateholder’s
receipt of such Special Servicer’s written analysis and recommendation with respect to such waiver (or, with respect to any
Non-Specially Serviced Loan, the written analysis prepared by such Master Servicer and such Special Servicer’s recommendation
with respect to such waiver), together with such other information reasonably requested by the Directing Certificateholder, and
reasonably available to such Special Servicer, in order to grant or withhold such consent, (B) if such Mortgage Loan is part
of a Serviced AB Whole Loan and no related AB Control Appraisal Period shall have occurred and be continuing, such Special Servicer
shall obtain the prior written consent of the holder of the related AB Subordinate Companion Loan, to the extent required under
the applicable Intercreditor Agreement, and such holder’s consent shall be deemed given (unless earlier objected to by such
holder) ten (10) Business Days after receipt by such holder of such Special Servicer’s written analysis and recommendation
with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written analysis prepared by such Master
Servicer and such Special Servicer’s recommendation with respect to such waiver), together with such other information reasonably
requested by such holder, and reasonably available to such Special Servicer, in order to grant or withhold such consent, to the
extent required under the applicable Intercreditor Agreement, (C) if such Mortgage Loan is not an Excluded Loan, a Control
Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall have


 



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occurred
and be continuing, such Special Servicer shall consult with the Directing Certificateholder pursuant to Section 6.08(a)
hereof, and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to
$20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of
the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or
cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the
ten largest Mortgage Loans outstanding (by Stated Principal Balance), such Master Servicer or such Special Servicer, as the case
may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to subclauses (y) and (z)
of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), such Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are
satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the
applicable Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), related Serviced
Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied, or, with respect to any Non-Specially Serviced Loan which does not allow the mortgagee
discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer
or assumption have been satisfied, the applicable Master Servicer, on behalf of the Trustee as mortgagee of record, shall make
such determination with respect to whether such conditions have been satisfied.


 






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Upon receiving a request
for any matter described in this Section 3.08(a) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan, the applicable Master Servicer shall forward such
request to the applicable Special Servicer and, unless the applicable Master Servicer and the applicable Special Servicer mutually
agree that the applicable Master Servicer shall process such request, the applicable Special Servicer shall process such request
and the applicable Master Servicer shall have no further obligation with respect to such request or such Special Servicer Decision
or Major Decision.


 


(b)           
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)            
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 


(ii)           
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with
respect to any Mortgage Loan that is not a Specially Serviced Loan and provided that the matter does not involve a Special
Servicer Decision or a Major Decision with respect to any Non-WFB Mortgage Loan) or the applicable Special Servicer (in any other
case), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such
Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the
creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise
such rights, provided that (i)(A) the applicable Master Servicer or the applicable Special Servicer, as the case may
be, shall obtain the prior written consent of (x) in the case of such Master Servicer, such Special Servicer, provided
that such consent will be deemed given (unless earlier objected to by such Special Servicer) within fifteen (15) Business Days
(or five (5) Business Days after the time period provided for in any related Intercreditor Agreement) of the applicable Special
Servicer’s receipt from the applicable Master Servicer of such Master Servicer’s written recommendation and analysis
with respect to such waiver and all information reasonably requested by such Special Servicer and reasonably available to the applicable
Master Servicer in order to make an informed decision with respect to such waiver and (y) in the case of such Special Servicer,
if such Mortgage Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the Directing
Certificateholder, which consent shall be deemed given (unless earlier objected to by the Directing Certificateholder) ten (10)
Business Days after the Directing Certificateholder’s receipt of such Special Servicer’s written analysis and recommendation
with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written analysis prepared by such Master
Servicer and such Special Servicer’s recommendation with respect to such waiver), together with such other information


 






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reasonably
requested by the Directing Certificateholder, and reasonably available to such Special Servicer, in order to grant or withhold
such consent, (B) if such Mortgage Loan is part of a Serviced AB Whole Loan and no related AB Control Appraisal Period shall
have occurred and be continuing, such Special Servicer shall obtain the prior written consent of the holder of the related AB Subordinate
Companion Loan, to the extent required under the applicable Intercreditor Agreement, and such holder’s consent shall be deemed
given (unless earlier objected to by such holder) ten (10) Business Days after receipt by such holder of such Special Servicer’s
written analysis and recommendation with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written
analysis prepared by such Master Servicer and such Special Servicer’s recommendation with respect to such waiver), together
with such other information reasonably requested by such holder, and reasonably available to such Special Servicer, in order to
grant or withhold such consent, to the extent required under the applicable Intercreditor Agreement, (C) if such Mortgage
Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination
Event shall have occurred and be continuing, such Special Servicer shall consult with the Directing Certificateholder pursuant
to Section 6.08(a) hereof, and (ii) such Master Servicer or such Special Servicer, as the case may be, has obtained
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage
Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding
Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a debt
service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the
Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one
of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000;
provided, however, that with respect to subclauses (A), (B), (C) and (D) of this
subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the
Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer shall (if not already provided
in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or,
with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 



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To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the applicable Special Servicer shall use reasonable efforts to make the
related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee (provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions), then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
applicable Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), on behalf
of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all
Non-Specially Serviced Loans which do not allow the mortgagee discretion in determining whether conditions are satisfied, the applicable
Master Servicer, on behalf of the Trustee as the mortgagee of record, shall make such determination with respect to whether such
conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(b) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan, the applicable Master Servicer shall forward such
request to the applicable Special Servicer and, unless the applicable Master Servicer and the applicable Special Servicer mutually
agree that the applicable Master Servicer shall process such request, the applicable Special Servicer shall process such request
and the applicable Master Servicer shall have no further obligation with respect to such request or such Special Servicer Decision
or Major Decision.


 


(c)          
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicers nor the Special Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The applicable Master Servicer and the applicable Special Servicer, as the case may be, shall provide copies of any final waivers
(except with respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information)
it effects pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect
to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this
Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole


 






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Loan,
the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 


(e)          
[RESERVED].


 


(f)           
Each Master Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance”
clause without the consent of the applicable Special Servicer and each Special Servicer may not waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause relating to any Non-Specially Serviced Loan or relating
to any Specially Serviced Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during
the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation
Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing
Certificateholder shall have ten (10) Business Days after receipt of notice along with the applicable Master Servicer’s or
the applicable Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of
consent and any additional information the Directing Certificateholder may reasonably request from such Special Servicer of a proposed
waiver or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold
its consent (provided that if such Special Servicer fails to receive a response to such notice from the Directing Certificateholder
in writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or
consent).


 


Notwithstanding the foregoing,
and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions regarding the incurrence of subordinate
debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee in order to incur subordinate debt,
the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain any consent or
approval hereunder (and without the need to obtain a Rating Agency Confirmation), permit the related Mortgagor to incur subordinate
debt if the NCB Subordinate Debt Conditions have been met; provided that, subject to the related Mortgage Loan documents
and applicable law, the NCB Master Servicer shall not waive any right it has, or grant any consent it is otherwise entitled to
withhold, in accordance with any related “due-on-encumbrance” clause under any Mortgage Loan, pursuant to this paragraph,
unless in any such case, all associated costs and expenses are covered without any expense to the Trust.


 


(g)          
Notwithstanding the foregoing provisions of this Section 3.08, if either Master Servicer or either Special Servicer,
as applicable, makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions
in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted
without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption
or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such
fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to
Treasury Regulations Section 1.1001-3(e)(2).


 






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Section 3.09     Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage
Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the applicable Master Servicer shall promptly
provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the applicable
Special Servicer. The applicable Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
Section 3.24, subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any
Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole
Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable
efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan,
if any, as come into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off)
can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision
hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from
an Uninsured Cause, the applicable Master Servicer or the applicable Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless such Special Servicer has determined in its reasonable
discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to such Master Servicer for such Servicing Advance, and such Master Servicer or such Special Servicer has not
determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.
The costs and expenses incurred by the applicable Special Servicer in any such proceedings shall be advanced by the applicable
Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing
Advance. Nothing contained in this Section 3.09 shall be construed so as to require a Master Servicer or a 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 applicable Master Servicer or the applicable Special Servicer
in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal
obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and
when the applicable Special Servicer or the applicable Master Servicer deems it necessary and prudent for purposes of establishing
the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for
purposes of bidding at foreclosure or otherwise, the applicable Special Servicer or the applicable Master Servicer, as the case
may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the
cost of which shall be paid by such Master Servicer as a Servicing Advance.


 


(b)          
No Special Servicer shall acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)           
such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by such Special Servicer; or


 






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(ii)          
such Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master
Servicer as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable
to the related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)          
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the applicable
Master Servicer nor the applicable Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu
of foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action,
the Trustee, on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to
be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property
within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate to such effect delivered
to the Trustee) the applicable Special Servicer has previously determined in accordance with the Servicing Standard, based on an
Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental Assessments
and performed within six (6) months prior to any such acquisition of title or other action, that:


 


(i)           
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)          
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the applicable Master Servicer as a Servicing Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be
paid by the applicable Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it
shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor
Agreement by the applicable Master Servicer from its Collection Account, including from the Companion Distribution Account (such
withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan));
and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan has


 






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been
paid in full, perform such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine
whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied. With
respect to Non-Specially Serviced Loans, the applicable Master Servicer and, with respect to Specially Serviced Loans, the applicable
Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating
to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering any notices to
the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental insurance
policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit
of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests and the Class A-3FX Regular Interest).


 


(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any
related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required
to be made pursuant to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller
could be required to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement,
then the applicable Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other
than proceeding to acquire title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance
of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an
AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than
with respect to any Excluded Loan), with the consent of the Directing Certificateholder at such time as it deems appropriate to
release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the applicable Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate
Administrator, the Master Servicers and ((A) prior to the occurrence of a Consultation Termination Event and (B) other
than with respect to any Excluded Loan) the Directing Certificateholder, in writing of its intention to so release such Mortgaged
Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the applicable
Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant
to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder as required
above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have
consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate
Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates).
To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related
Mortgagor, such fee is to be an expense of the Trust; provided that the applicable Special Servicer shall use commercially
reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 






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(e)          
Each Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to
the Directing Certificateholder (other than with respect to any Excluded Loan), the Master Servicers and the 17g-5 Information
Provider monthly regarding any actions taken by such Special Servicer with respect to any Mortgaged Property securing a Defaulted
Loan, or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed
that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied,
in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the
applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)           
Each Special Servicer shall notify the applicable Master Servicer of any abandoned and/or foreclosed properties which require
reporting to the Internal Revenue Service and shall provide such Master Servicer with all information regarding forgiveness of
indebtedness and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed
and such Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable
law, such information and such Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all
forgiveness of indebtedness and abandonment and foreclosure to the extent such information has been provided to such Master Servicer
by such Special Servicer. Upon request, the applicable Master Servicer shall deliver a copy of any such report to the Trustee and
the Certificate Administrator.


 


(g)          
Each Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of
the maintenance of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms
of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)          
Each Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder (other than with respect to any Excluded Loan) and the applicable Master Servicer and in no event later than
the next succeeding P&I Advance Determination Date.


 


Section 3.10      Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a)  Upon the payment in
full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the applicable Master Servicer or the applicable
Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes,
the applicable Master Servicer or the applicable Special Servicer, as the case may be, will promptly notify the Trustee and the
Custodian and request delivery of the related Mortgage File. Any such notice and request shall be in the form of a Request for
Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the applicable Collection Account pursuant to Section 3.04(a)
or remitted to the applicable


 






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Master
Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period
as release can reasonably be accomplished if the applicable Master Servicer or the applicable Special Servicer notifies the Custodian
of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the applicable
Master Servicer or the applicable Special Servicer, as the case may be; provided that in the case of the payment in full
of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless
the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to a Collection Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the applicable Master Servicer or the applicable Special Servicer shall deliver to the
Custodian a Request for Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage
File or any document therein to the applicable Master Servicer or the applicable Special Servicer (or a designee), as the case
may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of
a certificate of a Servicing Officer of the applicable Master Servicer or the applicable Special Servicer, as the case may be,
stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that
all amounts received or to be received in connection with such liquidation which are required to be deposited into the applicable
Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a)
have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall
be released by the Custodian to the applicable Master Servicer or the applicable Special Servicer (or a designee), as the case
may be, with the original being released upon termination of the Trust.


 


(c)          
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable
Special Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable
Special Servicer any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special
Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature,
such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


(d)          
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing


 






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the
terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests delivery to it of the original Mortgage
Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release of such original Mortgage Note to
such Non-Serviced Master Servicer or its designee.


 


Section 3.11      Servicing Compensation. (a)  As compensation for its activities hereunder, the applicable Master Servicer
shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other
than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced
Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan,
Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on
the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same
manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with
any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan
or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion
Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if
such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under
this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable
as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided
by Section 3.05(a). Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any applicable
Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in
the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the applicable Master Servicer’s duties and obligations hereunder to a successor servicer in accordance
with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the applicable
Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related
Intercreditor Agreement.


 


Each Master Servicer
shall be entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor under a Mortgage Loan for which it acts as Master Servicer: (i) 100% of
Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement); provided


 






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that
with respect to such transactions, the consent of and/or processing by the applicable Special Servicer is not required to take
such action and, in the event that such Special Servicer’s consent is required (including, without limitation, a modification,
waiver, extension or amendment processed by the applicable Special Servicer), then such Master Servicer shall be entitled to 50%
of such fees, (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans for which
such Master Servicer is processing the underlying assumption related transaction (including any related Serviced Companion Loan,
to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required)
and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee shall not include any
Modification Fees in connection with a defeasance that the applicable Special Servicer is entitled to under this Agreement); (iii) 100%
of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance fees)
pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement
on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement), provided the consent of the applicable Special Servicer is not required to take such actions
and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid; and (iv) 50%
of all assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application fees and defeasance
fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Loan (including any related
Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which the applicable Special
Servicer’s consent or approval is required (including, without limitation, an assumption, waiver, consent or other action
processed by the applicable Special Servicer) and only to the extent that all amounts then due and payable with respect to the
related Mortgage Loan or related Serviced Pari Passu Companion Loan have been paid. In addition, the applicable Master Servicer
shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage
Loan or Specially Serviced Loan) any charges for beneficiary statements or demands and other customary charges, amounts collected
for checks returned for insufficient funds and reasonable review fees in connection with any Mortgagor request to the extent such
review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually paid by or
on behalf of the related Mortgagor and shall not be required to deposit such amounts in its Collection Account or the Companion
Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d),
the applicable Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges
to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust
Fund in its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only
to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior
Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or
other income earned on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan for which it acts as Master Servicer, during
the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The applicable Master Servicer
shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder


 






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(including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are
not payable directly out of its Collection Account and the applicable Master Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


Notwithstanding anything
herein to the contrary, each of Wells Fargo Bank, National Association and National Cooperative Bank, N.A. may, at its option,
assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan
and any Serviced Pari Passu Companion Loan (and any successor REO Loan) for which it acts as Master Servicer; provided,
however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable
Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires
market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment
of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction.
The applicable Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest
at such time and to the extent such Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding
any resignation or termination of Wells Fargo Bank, National Association as General Master Servicer, or National Cooperative Bank,
N.A. as NCB Master Servicer, as applicable, hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to
a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans
or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance
with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the applicable Special Servicer’s responsibilities and obligations
under this Agreement. Each Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced
Mortgage Loan.


 


(c)          
Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers,
extensions or amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect
to Specially Serviced Loans, (ii) 100% of all assumption application fees and other similar items on any Mortgage Loans for
which the applicable Special Servicer is processing the underlying


 






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assumption
related transaction, (iii) 100% of waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees
paid by the related Mortgagor on Specially Serviced Loans, and (iv) 50% of all Excess Modification Fees and assumption and
consent fees pursuant to Section 3.08 or Section 3.18 received with respect to Non-Specially Serviced
Loans and 50% of all earnout fees received with respect to all Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement), and, in all cases, for which the applicable Special
Servicer’s processing, consent or approval is required, shall be promptly paid to such Special Servicer by the applicable
Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required
to be deposited in the Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d), each
Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent
provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in
the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to such Distribution Date). In addition, each Special Servicer shall be entitled to retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually
paid by the related Mortgagor. Each Special Servicer shall also be entitled to additional servicing compensation in the form of
a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected
Loan; provided, however, that after receipt by the applicable Special Servicer of Workout Fees with respect to such
Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification
Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such
workout calculated at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer shall be entitled to an
amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result
in the total Workout Fees payable to the applicable Special Servicer in respect of that Corrected Loan (including any related
Serviced Companion Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection
on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has
been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes
a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan
again becomes a Corrected Loan. No Special Servicer shall be entitled to any Workout Fee with respect to a Non-Serviced Mortgage
Loan. If a Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all
Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time
of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes
a Specially Serviced Loan. If a Special Servicer resigns or is terminated (other than for cause), it will receive any Workout
Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance
or cured the event of default through a modification, restructuring or


 






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workout negotiated by such Special Servicer and evidenced
by a signed writing, but which had not as of the time such Special Servicer resigned or was terminated become a Corrected Loan
solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special
servicer will not be entitled to any portion of such Workout Fees. No Special Servicer will be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a
Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special
Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition
of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If,
however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the applicable
Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such
Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan.
Notwithstanding anything herein to the contrary, each Special Servicer shall only be entitled to receive a Liquidation Fee or
a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any
Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related
Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such
fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject
to Section 3.11(d), each Special Servicer will also be entitled to additional fees in the form of Penalty Charges.
Each Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties,
due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the
applicable Collection Account or the REO Account, and the applicable Special Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


(d)          
In determining the compensation of the Master Servicers or the Special Servicers, as applicable, with respect to Penalty
Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the
applicable Master Servicer, the applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related
Companion Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer,
the applicable Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made
by any such party with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited
by the applicable Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on
Advances previously paid to the applicable Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and,
in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust
to


 






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any
party under the applicable Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited
by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable
and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation
Fees), including without limitation, inspections by the applicable Special Servicer and all unpaid Advances incurred since the
Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which
shall be payable as additional servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed
to the applicable Master Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a
Non-Specially Serviced Loan, and to the applicable Special Servicer, if and to the extent accrued on such Mortgage Loan during
the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing
compensation to the Master Servicers and the Special Servicers shall be distributed between the applicable Master Servicer and
the applicable Special Servicer, on a pro rata basis, based on such Master Servicer’s and such Special Servicer’s
respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges
with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related
Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)          
With respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master
Servicer within one (1) Business Day following the Determination Date, and such Master Servicer shall deliver, to the extent it
has received, to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which
may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between
the Certificate Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable
Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates, if any, with respect to such Distribution
Date; provided that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          
Each Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicers in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a


 






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monthly
basis. Each Master Servicer shall withdraw from its Collection Account and, to the extent sufficient funds are on deposit therein,
pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.05(a)(xii)
on a monthly basis, from funds on deposit in its Collection Account.


 


Section 3.12      Inspections; Collection of Financial Statements. (a)  Each Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) for which it acts as Master Servicer with a Stated Principal
Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once
every twenty-four (24) months, in each case, commencing in the calendar year 2017 (and each Mortgaged Property shall be inspected
on or prior to December 31, 2018); provided, however, that if a physical inspection has been performed by the
applicable Special Servicer in the previous twelve (12) months, such Master Servicer will not be required to perform, or cause
to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty
(60) days delinquent on the related Mortgage Loan, the applicable Special Servicer shall inspect or cause to be inspected the related
Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for
so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by a Special Servicer pursuant to
the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related
Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the applicable
Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such
cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu
Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then, from the AB Mortgage Loan (provided that, with respect to
any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan
and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The applicable Special Servicer
or the applicable Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection
detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the
existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the applicable
Master Servicer or the applicable Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment
of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any
adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection, and that the applicable Master Servicer or the applicable Special Servicer, as the case may be, deems material,
(iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or
that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The applicable Special Servicer
and the applicable Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format)
of each such report prepared


 






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by
such Special Servicer and such Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan that
is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies,
the applicable Special Servicer or the applicable Master Servicer, as applicable, shall deliver or make available a copy (in electronic
format) of each such report prepared by such Special Servicer and such Master Servicer, as applicable, to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for review by Privileged Persons. In respect of any Mortgage
Loan other than an Excluded Loan that is a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event,
the applicable Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and
upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further
notice).


 


(b)          
Each Special Servicer, in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially
Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor under Mortgage Loans for
which it acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements,
budgets and rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) of the related Mortgaged Property,
and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant
to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms
of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related
Mortgage Loan (and each Serviced Companion Loan) documents for which Mortgage Loan it acts as Master Servicer or Special Servicer,
as applicable. The applicable Master Servicer and the applicable Special Servicer shall not be required to request such operating
statements or rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) more than once if the related Mortgagor
is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the applicable Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each
REO Property and shall collect all such items promptly following their preparation. The applicable Special Servicer shall deliver
all such items to the applicable Master Servicer within five (5) Business Days of receipt, and such Master Servicer and such Special
Servicer, as applicable, shall deliver copies of all the foregoing items so collected to the Trustee, the Certificate Administrator,
the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each year commencing 2017. Upon the request of any
Privileged Person (other than the NRSROs) to receive copies of such items, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall deliver electronic copies of such items to the Certificate Administrator to be posted on the
Certificate Administrator’s Website. The applicable Master Servicer or the applicable Special Servicer, as the case may be,
shall deliver copies of all the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the applicable
Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced
Loans that


 






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are
not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property for which it acts as Master
Servicer or Special Servicer:


 


(i)           
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45)
days of receipt of such quarterly operating statement for the quarter ending June 30, 2016, a CREFC® Operating
Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property
as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first
calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC®
guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such
analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such
Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC®
Servicer Watch List). The applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special
Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies
(in electronic format) of each CREFC® Operating Statement Analysis Report and the related operating statements
(in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan), the applicable Special
Servicer, and the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information
Provider’s Website.


 


(ii)          
Within forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is
in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results
as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing
within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2016,
a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage
Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the
computation to “normalize” the full year net operating income and debt service coverage numbers used by the applicable
Master Servicer in preparing the CREFC® Comparative Financial Status Report. The applicable Master Servicer (with
respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO
Properties), as applicable, shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet
and the related operating statements or rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) (in each
case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing
Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan), the applicable Special Servicer,
and the 17g-5


 






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Information
Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website.


 


(c)          
At or before 12:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver
or cause to be delivered to the applicable Master Servicer and, prior to the occurrence of a Consultation Termination Event, the
Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan
Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect
to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other
than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer in an electronic
format, reasonably acceptable to the applicable Master Servicer as of the Business Day preceding such Determination Date, which
CREFC® Special Servicer Loan File shall include data, to enable the applicable Master Servicer to produce the following
supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report,
(iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet
and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets,
operating statements and rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance schedules) submitted by the Mortgagor.


 


(d)          
Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning March 2016, each Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files with respect to the Mortgage Loans for which it acts as Master Servicer: (A) to the extent
such Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC®
Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report
and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first
Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial
Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File
pursuant to Section 3.12(c) by the applicable Special Servicer and the applicable Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e)
to the extent received from the applicable Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City
time) on the P&I Advance Date beginning March 2016, the applicable Master Servicer shall deliver or cause to be delivered in
electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the applicable Special Servicer. Not
later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning March 2016, the applicable
Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has
not been collected by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable
Master Servicer,


 






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as
of the close of business on the Business Day prior to the Business Day on which the report is due.


 


(e)          
Each Special Servicer shall deliver to the applicable Master Servicer the reports and information required of such Special
Servicer pursuant to Section 3.12(b) and Section 3.12(c), and the applicable Master Servicer shall deliver
or make available to the Certificate Administrator the reports and data files set forth in Section 3.12(d). Such Master
Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the applicable Special Servicer
pursuant to Section 3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the applicable Master Servicer pursuant to Section 3.12(d).
In the case of information or reports to be furnished by the applicable Master Servicer to the Certificate Administrator pursuant
to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports to
be provided by the applicable Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the
extent that such reports are to be prepared and delivered by the applicable Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c), the applicable Master Servicer shall have no obligation to provide such information or reports
to the Certificate Administrator until it has received the requisite information or reports from the applicable Special Servicer,
and the applicable Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d)
caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b)
or Section 3.12(c) of this Agreement.


 


(f)          
Notwithstanding the foregoing, however, the failure of a Master Servicer or a Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
to the extent such Master Servicer or such Special Servicer so fails because such disclosure, in the reasonable belief of such
Master Servicer or such Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan
document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. A Master Servicer and
a Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is
consistent with applicable law and the Servicing Standard. A Master Servicer or a Special Servicer may affix to any information
provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any
other party hereto).


 


(g)          
Unless otherwise specifically stated herein, if a Master Servicer or a Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, such Master Servicer or such 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 such Master Servicer’s website (with respect to items delivered by such Master Servicer) or the Certificate
Administrator’s Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, each Master Servicer and each Special Servicer shall deliver any required statements, reports
or other information to


 






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the
Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the applicable Master
Servicer or the applicable Special Servicer, as the case may be. The applicable Master Servicer or the applicable Special Servicer
may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems,
however, copies in electronic format shall follow upon the correction of such system problems.


 


Section 3.13    
Access to Certain Information. (a)  Each of the Master Servicers and the Special Servicers shall provide
or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage
Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election
of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, such access may be afforded
to such Person identified above by the delivery of copies of information as requested by such Person and such Master Servicer,
such Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder
and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a
sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described
in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business
hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of a Master
Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to
this Section 3.13, the Master Servicers and Special Servicers may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the
form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information
is being provided through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold
access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained
in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of
any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision
of this Agreement to the contrary, the failure of a Master Servicer or a 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 such
Master Servicer or such Special Servicer, as the case may be, determines, in its


 






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reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
otherwise materially harm the Trust. Without limiting the generality of the foregoing, a Master Servicer or a Special Servicer
may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders with
respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate
Companion Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or forward
electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as
applicable, copies of any appraisals, operating statements, rent rolls (or, with respect to NCB Co-op Mortgage Loans, maintenance
schedules) and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan,
if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer
or the applicable Special Servicer, as the case may be; provided that, in connection with such request, such Master Servicer
or such Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in
such form as may be reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
may have under this Agreement.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)          
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 






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(i)          
The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)         the Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)         this Agreement and any amendments and exhibits hereto;


 


(C)         any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)         the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          the CREFC® Loan Setup File provided by the applicable Master Servicer to the Certificate Administrator;


 


(ii)        
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)         any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


 


(iii)        
The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)         all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)          all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)       
The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)         summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of


 






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the
related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


 


(C)          any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(v)         
The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)         any notice with respect to a release pursuant to Section 3.09(d);


 


(B)          any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)          any notice of the occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer
delivered pursuant to Section 7.01;


 


(E)         
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other
notice required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          
any Asset Review Report Summary received by the Certificate Administrator;


 


(G)          any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)          any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(J)          
 any notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03;


 


(K)          any notice of termination pursuant to Section 9.01;


 






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(L)          
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of
the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)          any notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 


(N)           any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared
by the Operating Advisor in connection with such recommendation;


 


(O)           any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)          
any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)          
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          
any assessments of compliance delivered to the Certificate Administrator; and


 


(S)          
any attestation reports delivered to the Certificate Administrator;


 


(T)          
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 


(U)          
any Proposed Course of Action Notice;


 


(vi)        
the “Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(vii)       
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b).


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded


 






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Controlling
Class Holder that is a Borrower Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available
to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the
Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the applicable Master Servicer, the applicable
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect
to the applicable Master Servicer, in electronic form) of an investor certification substantially in the forms of Exhibit P-1B
and Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor certification substantially
in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class
Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class
Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become
an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also
provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User
ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded
Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this
Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling
Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D to access the information
on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access
any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later


 






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performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s)) made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent
for posting on the Certificate Administrator’s Website, each of the applicable Master Servicer, the applicable Special Servicer
and the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery to the
Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website
such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other Mortgage
Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the applicable Master Servicer, the
applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor or the
Certificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded
Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s
Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each of the Master Servicers,
the Special Servicers, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded
Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 






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The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)          
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “WFCM 2016-C32” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           
any notices of waivers under Section 3.08(d);


 


(ii)          
any Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)         
any notice of final payment on the Certificates;


 


(iv)         
any environmental reports delivered by the applicable Special Servicer under Section 3.09(c);


 


(v)          
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)         
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or 11.10;


 


(vii)        
any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 






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(viii)       
any notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without
receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)         
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(xiii)       
any notice of a Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant
to Section 7.01;


 


(xiv)        
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)        
any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to
Section 13.01(a)(ix);


 


(xvi)        
any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      
any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies
directed toward the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee
regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding
any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates,
Mortgage Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related
to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall
not identify the Rating Agency with whom the communication was held pursuant to Section 3.13(f);


 


(xviii)       any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g);
Section 11.09 or Section 11.10; and


 


(xix)         any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 






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The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 12:00 p.m., New York City
time, or, if received after 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider shall
have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete,
conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information
is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider may remove such information
from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not
obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such information to the
Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information was
not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the
17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which
certification may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically
referencing “WFCM 2016-C32” in the subject line).


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information
Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2016-C32” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc.
and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall not constitute a breach
of


 






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this
Agreement by the Certificate Administrator. Such information will be made available to such third parties upon receipt of a certificate
in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s
Website.


 


(e)          
Each of the Master Servicers and the Special Servicers may, in accordance with such reasonable rules and procedures as it
may adopt, also deliver, produce or otherwise make available through its website or otherwise, any additional information relating
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties
(other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and
any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies
(collectively, the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such
additional information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited
by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including,
without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of the Master Servicers
and the Special Servicers shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer
it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the
Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially
in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information is
being provided through the applicable Master Servicer’s or the applicable Special Servicer’s website, and (B) acknowledge
that such Master Servicer or such Special Servicer may contemporaneously provide such information to any other Disclosure Party.
In addition, to the extent access to such information is provided via the applicable Master Servicer’s or the applicable
Special Servicer’s website, such Master Servicer and such Special Servicer may require registration and the acceptance of
a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.
In connection with providing access to or copies of the information described in this Section 3.13(e) to current or
prospective Certificateholders the form of confidentiality agreement used by the applicable Master Servicer or the applicable Special
Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting
Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder
may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds
or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing
such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in
the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor
Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor
related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential with no further dissemination (except that such Certificateholder may provide such information
to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of
a current or prospective Certificateholder, the Investor


 






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Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Master Servicers
nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicers nor the Special Servicers shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the applicable Master Servicer or the applicable Special Servicer,
as the case may be.


 


(f)           
The Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided, further that the summary of such
oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post
such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(g)          
The Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior
to the occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 


(h)          
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand,
with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the applicable Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such
Rating Agency’s or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such
Rating Agency’s or NRSRO’s evaluation of the applicable Master Servicer’s, the Operating Advisor, the Asset Representations
Reviewer’s or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided
that such Master Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall
not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO


 






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in
connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific
identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded
on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such
information in undertaking credit rating surveillance with respect to the Certificates; provided, however, that
the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly
available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that
they have access to) other than pursuant to this Section 3.13(h).


 


(i)            
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicers, the Special
Servicers, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other
party hereto shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14      Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate
of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary
servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable,
on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.14. Each Special Servicer, on behalf of the Trust and,
if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar
year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer either (i) applies
for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired
ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO
Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate
Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding
by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred
will not cause an Adverse REMIC Event. If the applicable Special Servicer is granted or not denied the REO Extension contemplated
by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, such Special Servicer shall sell such REO Property within such longer period as is permitted
by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by a Special Servicer in connection
with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining
the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust
payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)           
Each Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general


 






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assets.
If an REO Acquisition shall occur, the applicable Special Servicer shall establish and maintain one or more REO Accounts, held
on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related Companion Holder(s),
as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests and the Class A-3FX
Regular Interest), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1)
Business Day after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The applicable Special Servicer shall give notice to the Trustee, the Certificate Administrator,
and the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO
Account prior to any change thereof.


 


(c)          
The applicable Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management,
insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account
relating to such REO Property. On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business
Day preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall withdraw from the REO Account and
remit to the applicable Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account,
as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection
Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment
Earnings on amounts on deposit in the REO Account; provided, however, that the applicable Special Servicer may retain
in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a
reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related
REO Property. In addition, on or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business
Day preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall provide the applicable Master Servicer
with a written accounting of amounts remitted to such Master Servicer for deposit in the Collection Account, as applicable, on
such date. Such Master Servicer shall apply all such amounts as instructed by such Special Servicer on the Determination Date (or
with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)          
The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15      Management of REO Property. (a)  If title to any REO Property is acquired, the applicable Special Servicer
shall manage, consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit
of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests and
the Class A-3FX Regular Interest) solely for the purpose of its timely disposition and sale in a manner that does not cause such
REO Property to fail to qualify as


 






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“foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced
Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of
the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the applicable Special Servicer shall have full
power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the
Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder
of the Lower-Tier Regular Interests and the Class A-3FX Regular Interest) all as a collective whole (taking into account the subordinate
or pari passu nature of any Companion Loan, as the case may be) (as determined by the applicable Special Servicer in its
reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property
with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15,
the applicable Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion
Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines
that earning such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on
a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection
therewith, the applicable Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than
one (1) Business Day following receipt of such properly identified funds) in the applicable REO Account all revenues received
by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts
on deposit therein with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance
of such REO Property, including, without limitation:


 


(i)           
all insurance premiums due and payable in respect of such REO Property;


 


(ii)          
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)         
any ground rents in respect of such REO Property, if applicable; and


 


(iv)         
all costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the applicable Master Servicer (subject to receiving notice from the
applicable Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own
funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee,
the applicable Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an
Excluded Loan, and prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances
would, if made, constitute Nonrecoverable Servicing Advances.


 






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(b)          
Without limiting the generality of the foregoing, each Special Servicer shall not:


 


(i)           
permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(iii)         
authorize or permit any construction on any REO Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         
Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property
on any date more than ninety (90) days after its acquisition date;


 


unless, in any such case, the applicable
Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer as a Servicing
Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case
the applicable Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)          
Each Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)           
the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at
arm’s length;


 


(ii)          
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)         
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all
costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation,
those listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such
costs and expenses) to the applicable Special Servicer upon receipt;


 


(iv)         
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder
with respect to the operation and management of any such REO Property; and


 






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(v)          
each Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


Each 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 applicable Special Servicer by such Independent Contractor, and nothing in
this Agreement shall be deemed to limit or modify such indemnification.


 


(d)          
When and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the applicable
Master Servicer a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined
for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering
of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16     Sale of Defaulted Loans and REO Properties.(a) (i) Within thirty (30) days after a Defaulted Loan has become
a Specially Serviced Loan, the applicable Special Servicer shall order (but shall not be required to have received) an Appraisal
and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with
the Servicing Standard; provided, however, that if the applicable Special Servicer is then in the process of obtaining
an Appraisal with respect to the related Mortgaged Property, such Special Servicer shall make its fair value determination as soon
as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The applicable Special
Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the
Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related
Mortgaged Property and the state of the local economy; provided that the applicable Special Servicer shall promptly notify
the applicable Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)          
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the applicable Special Servicer
(with respect to a Specially Serviced Loan) or the applicable Master Servicer (with respect to a Non-Specially Serviced Loan)
shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any
events requiring notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion
Holder and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary,
have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the
related Intercreditor Agreement.


 


(iii)         
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine


 






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lender,
as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised the option to purchase
the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use reasonable efforts to solicit
offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such
manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the
applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by
way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan, under
certain limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced Mortgage
Loan is not sold together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special Servicer
will be entitled to sell (with the consent of the Directing Certificateholder if no Control Termination Event has occurred and
is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such Non-Serviced Mortgage Loan if it determines in
accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders. Each Special
Servicer is required to give the Trustee, the Certificate Administrator, the applicable Master Servicer, the Operating Advisor
and (other than in respect of any Excluded Loan) the Directing Certificateholder not less than ten (10) days’ prior written
notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the applicable
Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the first cash offer received from any Person
that constitutes a fair price for the Defaulted Loan.


 


(iv)          
(A)  In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence
of any offer at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special
Servicer for such price), the applicable Special Servicer shall solicit offers and, subject to subclause (B) below,
accept the highest offer received from any Person that is determined by such Special Servicer to be a fair price for such Specially
Serviced Loan, if the offeror is a Person other than an Interested Person. In determining whether any offer from a Person other
than an Interested Person constitutes a fair price for any Defaulted Loan, the applicable Special Servicer shall take into account
(in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this
Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition
of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested Person (provided
that the Trustee may not be an offeror), the Trustee shall determine whether the offer constitutes a fair price unless such offer
by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer
received. Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price
unless (x) it is the highest offer received and (y) at least two other offers are received from independent third parties.
In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee
shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged


 






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Property
conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal,
on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable
as, a Servicing Advance by the applicable Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to use
efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)         The applicable Special Servicer will not be obligated to accept the highest offer if such Special Servicer determines (with
respect to any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation
Termination Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to
a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements
of any related Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates
and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single
lender). In addition, the applicable Special Servicer may accept a lower offer from any Person other than an Affiliate of such
Special Servicer if it determines, in its reasonable and good faith judgment, that the acceptance of such offer would be in the
best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to
a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the
related Companion Holder constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely
to


 






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perform
its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that
the offeror is not the applicable Special Servicer or a Person that is an Affiliate of such Special Servicer. The applicable Special
Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance
of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant
to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)         
Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the applicable Special
Servicer shall pursue such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation,
workout and foreclosure, as the applicable Special Servicer may deem appropriate, consistent with the Asset Status Report and
the Servicing Standard and the REMIC Provisions.


 


(b)         
(i)  (A)  The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor
(in the case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating
to the related Companion Loan). The applicable Special Servicer may also offer to sell to any Person any REO Property (in the case
of a Serviced Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related Companion
Loan), if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be
in the best economic interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the
applicable Master Servicer, each Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than
an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, not less than
ten (10) days’ prior written notice of the Purchase Price and its intention to (i) purchase any REO Property at the
Purchase Price therefor or (ii) sell any REO Property, in which case such Special Servicer shall accept the highest offer
received from any Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted
by applicable law, and subject to the Servicing Standard, the applicable Master Servicer, an Affiliate of such Master Servicer,
the applicable Special Servicer or an Affiliate of such Special Servicer, or an employee of either of them may act as broker in
connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that does not
exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s
length.


 


(A)         In the absence of any such offer as set forth in subclause (A) above, the applicable Special Servicer shall,
subject to subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined
to be a fair price (1) by such Special Servicer, if the highest bidder is a Person other than an Interested Person, or (2) by
the Trustee, if the highest bidder is an Interested Person unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent an
offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it
is the


 






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highest
offer received and (B) at least two other offers are received from independent third parties. Notwithstanding anything to
the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase
any REO Property pursuant hereto.


 


(B)      No Special Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if
such Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
such Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of
such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion
Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced
Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the
applicable Special Servicer or a Person that is an Affiliate of such Special Servicer.


 


(C)      In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30)
days of demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing
Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such
amounts from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property,
the applicable Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or
other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical
condition of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          
Subject to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion
Holders in negotiating and taking any


 






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other
action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts payable
in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty by, the Trustee,
the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the Operating Advisor nor the
Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect
to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)          
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this
Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer determines
to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the applicable
Special Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and
shall require that all offers be submitted to such Special Servicer in writing. To the extent a determination is required to be
made hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made
by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the applicable Special Servicer will not
be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a
defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided
that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the
Mortgagor) unless the applicable Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan:
(a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan;
(b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any material amendments
to such bid packages) received by the applicable Special Servicer in connection with any such proposed sale; (c) at least
ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and
any documents in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that are
material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period
of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date,
all information and other documents being provided to other offerors and all leases or other documents that are approved by the
applicable Master Servicer or the applicable Special Servicer in connection with the proposed sale. The holder of the related Serviced
Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan; however,
the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding


 






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the
foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery or
timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required to determine
whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the
offering Interested Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters
with at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that has been selected
with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee
shall act in a commercially reasonable manner in making such determination. If the Trustee designates such a third party to make
such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable
fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall
be covered by, and shall be reimbursable, from the offering Interested Person and the applicable Special Servicer shall use efforts
consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable
Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the applicable
Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing
Standard to collect such amounts from the applicable Interested Person.


 


(e)          
(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have
the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate
Companion Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth
in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such
AB Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement,
the related AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)          
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to
purchase the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set
forth in the related Intercreditor Agreement.


 


(f)           
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)          
In the event the applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan
on behalf of the Trust pursuant to the related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer
shall exercise such right.


 


Section 3.17      Additional Obligations of Master Servicers and Special Servicers. (a)  Each Master Servicer shall deliver
all Compensating Interest Payments with respect to Mortgage Loans for which it acts as Master Servicer (other than the portion
of any


 






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Compensating
Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. Each Master Servicer shall
deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying
Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.


 


(b)          
Each Master Servicer or each Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports
or notices required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the applicable Master Servicer or the Trustee, each at its
own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the applicable Master Servicer or the Trustee
makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of
a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or
portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option
to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first
from principal collections as described above prior to payment from other collections). In connection with a potential election
by the applicable Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion
thereof during the one month collection period ending on the related Determination Date for any Distribution Date, the applicable
Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received
until the end of such collection period before making its determination of whether to refrain from the reimbursement of a particular
Nonrecoverable Advance or portion thereof); provided, however, that if, at any time the applicable Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal
portion of general collections on or in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date,
then the applicable Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information
Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the
applicable Master


 






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Servicer
or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice could
jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the applicable Master Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) in the case of the applicable Master Servicer, it has not timely received from
the Trustee information required by the applicable Master Servicer to determine whether to defer reimbursement for a Nonrecoverable
Advance. If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence
apply, the applicable Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting
of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required
by the preceding or second preceding sentence shall in no way affect the applicable Master Servicer’s or the Trustee’s
election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the applicable Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance
to the extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).
The applicable Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses
resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the applicable Master Servicer or the applicable Special Servicer, as applicable,
constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute
a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the applicable Master Servicer
or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately
instead of deferring such reimbursement, then such Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account
for such Distribution Date (deemed first from principal and then interest). Any such election by any such party to
refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any
one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance
for the period prior to the actual reimbursement of such Nonrecoverable Advance. The applicable Master Servicer’s or the
Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an
accommodation to the Certificateholders and shall not be construed as an obligation on the part of such Master Servicer or the
Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders
a right to prior payment of distributions over such Master Servicer’s or the Trustee’s, as applicable, right to reimbursement


 






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for
Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate
reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the applicable
Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders
or any of the Companion Holders for any such election that such party makes as contemplated by this section or for any losses,
damages or other adverse economic or other effects that may arise from such an election, nor shall such election constitute a
violation of the Servicing Standard or any duty under this Agreement. Neither the applicable Master Servicer nor the Trustee shall
have any liability whatsoever for making an election, or refraining from making an election, that is authorized under this Section 3.17(c).


 


No determination by a
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee, as applicable)
to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during
such period of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the applicable Master Servicer
or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification
or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


(d)          
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not
require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the applicable Master Servicer or
the applicable Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold
such amounts in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing
Standard. Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage
Loan (or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


(e)          
Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of
any such modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section 3.18     Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a),
Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i),
(m), and Section 6.08, but subject to any other conditions set forth thereunder (including, without limitation,
the applicable Special Servicer’s consent rights pursuant to this subsection (a) with respect to any modification,
waiver or amendment that constitutes a Major Decision) and, with respect to any Mortgage Loan (other than any Non-


 






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Serviced
Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion
Holder, as applicable, to advise or consult with the applicable Master Servicer or the applicable Special Servicer, as the case
may be, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related
Intercreditor Agreement) and provided that the matter does not involve a Special Servicer Decision or a Major Decision
with respect to any Non-WFB Mortgage Loan, the applicable Master Servicer shall not modify, waive or amend the terms of a Non-Specially
Serviced Loan and/or Companion Loan (if any such action constitutes a Major Decision) without the prior written consent of the
applicable Special Servicer (it being understood that such Master Servicer will promptly provide such Special Servicer with notice
of any request for such modification, waiver or amendment, such Master Servicer’s written recommendation and analysis, and
all information reasonably available to such Master Servicer that may be reasonably requested by such Special Servicer in order
to grant or withhold such consent); provided that such consent shall be deemed given (unless earlier objected to by such
Special Servicer) within fifteen (15) Business Days of the applicable Special Servicer’s receipt from the applicable Master
Servicer of such Master Servicer’s written recommendation and analysis with respect to such modification, waiver or amendment
and all information reasonably requested by such Special Servicer and reasonably available to the applicable Master Servicer in
order to make an informed decision with respect to such modification, waiver or amendment; and provided, further,
that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier
of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely
or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent
with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration
of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan
for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan
and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
prior to any such extension, the applicable Master Servicer shall (1) provide the Trustee, the Certificate Administrator,
the applicable Special Servicer, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, with an Opinion of Counsel (at the
expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to
be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension
would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of
the Directing Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination Event, but
prior to a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, upon consultation with the
Directing Certificateholder pursuant to Section 6.08 hereof) (which consent or consultation shall be coordinated through
the applicable Special Servicer). Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise
the applicable Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of
the related


 






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Intercreditor Agreement, and subject to the applicable Special Servicer’s processing and/or consent rights pursuant
to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision, the applicable
Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer, may modify
or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity
or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions
therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related
Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or
amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within
the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the applicable Master Servicer nor
the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more
other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not
reasonably foreseeable unless (i) the applicable Master Servicer or the applicable Special Servicer, as the case may be, obtains
Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder,
if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the
expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at
the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan, the applicable Master Servicer shall forward such
request to the applicable Special Servicer and, unless the applicable Master Servicer and the applicable Special Servicer mutually
agree that the applicable Master Servicer shall process such request, the applicable Special Servicer shall process such request
and the applicable Master Servicer shall have no further obligation with respect to such request or such Special Servicer Decision
or Major Decision.


 


(b)          
If the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation, the
forgiveness or deferral of interest or principal


 






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or
the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related
Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of the terms of a Specially
Serviced Loan with respect to which a payment default or other material default has occurred or a payment default or other material
default is, in the applicable Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate
of such Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value basis (the
relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as
the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the applicable Special
Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions
of this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other than any
Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08; provided that with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the approval
of the holder of the related AB Subordinate Companion Loan will be required to the extent set forth in the related Intercreditor
Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding the matter; and (z) additionally,
with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult
with the applicable Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant
to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided
that in the case of any release or substitution of collateral (other than a defeasance), the applicable Special Servicer shall
have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification” of
the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the applicable Master Servicer or the applicable Special Servicer, as the case may be, to calculate (or to approve
the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties
or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC


 






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Provisions,
exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


The applicable Special
Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced
Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a
date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such
Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring
twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the
ground lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such
leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or
(2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c)          
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
shall be collected by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction
with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount
thereof is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver
or amendment to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          
To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),
and Section 6.08), the applicable Master Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18 and subject to the applicable Special Servicer’s consent rights pursuant to Section 3.18(a)
if any such waiver, modification or amendment constitutes a Major Decision) or the applicable Special Servicer may, consistent
with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that
is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment
(i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust
REMIC to be subject to any tax under the REMIC Provisions. In making this determination, such Master Servicer or such Special Servicer
may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel
(at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected
from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use its reasonable
efforts to collect such fee from the Mortgagor or such other Person to


 






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the
extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the applicable Master Servicer
nor the applicable Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement
that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that
would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced
Loan.


 


(e)          
Subject to Section 3.18(c), the applicable Master Servicer and the applicable Special Servicer each may, as
a condition to its granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or
any other matter or thing, the granting of which is within such Master Servicer’s or such Special Servicer’s, as the
case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion
Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to such Master Servicer or such Special Servicer,
as the case may be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed
in connection with such request; provided that the charging of such fee is not a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)           
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into
pursuant to this Section 3.18 shall be in writing, signed by the applicable Master Servicer or the applicable Special
Servicer, as the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s
signature is required by the Special Servicer in accordance with the Servicing Standard).


 


(g)          
With respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18
hereof, the applicable Special Servicer shall notify the applicable Master Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder
(other than (i) following the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan),
the applicable Companion Holder (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal
Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer
or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of
any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion
Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment (in each case,
after it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18 hereof, the
applicable Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate
Administrator, the applicable Special Servicer (and such Special Servicer shall, prior to the occurrence of a Consultation Termination
Event and other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder), the applicable
Companion Holder (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred,
if


 






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applicable)
and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such
Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering
notice shall deliver to the Custodian with a copy to the applicable Master Servicer (if such notice is being delivered by the
applicable Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof,
with a copy to the applicable Companion Holder, if any. Following receipt of the applicable Master Servicer’s or the applicable
Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator,
the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R or Class V
Certificates). With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional
debt or mezzanine debt, the applicable Special Servicer (if such Special Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) or the applicable Master Servicer (if such Master Servicer processes such modification,
waiver or consent pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m. on the related
P&I Advance Date and (ii) five (5) Business Days immediately following the applicable Master Servicer or the applicable
Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt,
deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the
preceding sentence shall set forth, to the extent the applicable Special Servicer or the applicable Master Servicer, as the case
may be, has the requisite information or can reasonably obtain such information, (1) the amount of additional debt that was
incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage
Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt.
In the event that either (i) the CREFC® Investor Reporting Package is amended to include such information
set forth above, in a manner reasonably acceptable to the applicable Master Servicer, the applicable Special Servicer and the
Certificate Administrator, as applicable, and such Master Servicer confirms with the Certificate Administrator that such amended
CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D
in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange
Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time, the
applicable Master Servicer, the applicable Special Servicer and the Certificate Administrator may agree on a different delivery
time and format for the information set forth in this paragraph.


 


(h)          
The applicable Master Servicer shall process all defeasance transactions. Notwithstanding the foregoing, such Master Servicer
shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and such Master Servicer has received (i) replacement collateral consisting
of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all


 






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scheduled
payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified
public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest
and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements
of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions
of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first
priority perfected security interest in such substituted Mortgaged Property; provided, however, that, to the extent
consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall
pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to
act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the applicable Master Servicer shall use its reasonable efforts to
require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor
mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents,
the applicable Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25); provided, further, however, that no such
confirmation from any Rating Agency shall be required to the extent that the applicable Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a, and (iii) a
Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in
the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v)
in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid
by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)            
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the applicable Master Servicer may permit the substitution of “government securities,” within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the applicable Master
Servicer reasonably determines that allowing their use would not cause a default or event of default to become reasonably foreseeable
and the applicable Master Servicer receives an Opinion of Counsel (at the expense of


 






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the
Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion Loan documents or otherwise
as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute
an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in
Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; and provided, further,
that such securities are backed by the full faith and credit of the United States government, or the applicable Master Servicer
shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(j)           
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the applicable Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”),
which shall be Eligible Accounts, into which all payments received by such Master Servicer from any defeasance collateral substituted
for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the
Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the applicable Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested
by such Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to
be placed in a separate account, the applicable Master Servicer shall deposit all payments received by it from defeasance collateral
substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage
Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available
Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary,
in no event shall the applicable Master Servicer permit such amounts to be maintained in the Collection Account for a period in
excess of 365 days (or 366 days in the case of a leap year).


 


(k)          
Notwithstanding anything to the contrary in this Agreement, neither the applicable Master Servicer nor the applicable Special
Servicer, as the case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of
the related loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding
the termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged
Property that secures a Mortgage Loan that (i) is one of the ten largest


 


 






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Mortgage
Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that is at least equal to five percent (5%) of
the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)            
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the
applicable Special Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having
received a copy of an Opinion of Counsel addressed to such Special Servicer and the applicable Master Servicer that such modification,
waiver, consent or amendment will not cause an Adverse REMIC Event.


 


(m)          
Notwithstanding any other provisions of this Section 3.18 or Section 3.08, but subject to any related
Intercreditor Agreement, the applicable Master Servicer may with respect to Non-Specially Serviced Loans, without any Directing
Certificateholder approval, Rating Agency Confirmation or the applicable Special Servicer’s approval (provided that
such Master Servicer delivers notice thereof to such Special Servicer after completion (and such Special Servicer shall promptly,
prior to the occurrence of a Consultation Termination Event and other than in respect of any Excluded Loan or any NCB Co-op Mortgage
Loan, deliver notice thereof to the Directing Certificateholder, except to the extent that such Special Servicer or the Directing
Certificateholder, as the case may be, notifies such Master Servicer that such party does not desire to receive copies of such
items), (i) grant waivers of non-material covenant defaults (other than financial covenants), including late financial statements;
(ii) consent to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect
the use or value of the Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage
Loan or Companion Loan as and when due provided such releases are required by the related Mortgage Loan documents and there is
no lender discretion permitted under the Mortgage Loan documents; (iii) approve or consent to grants of easements or rights
of way for utilities, access, parking, public improvements or another purpose or subordinations of the lien of Mortgage Loans to
easements that (with respect to any of the foregoing) do not materially affect the use or value of a Mortgaged Property or a Mortgagor’s
ability to make any payments with respect to the related Mortgage Loan and any related Companion Loan; (iv) grant other routine
approvals, including the granting of subordination, non-disturbance and attornment agreements and leasing consents that affect
less than the lesser of (a) 30% of the net rentable area of the Mortgaged Property or (b) 30,000 square feet; (v) (other
than in respect of hospitality properties) consent to actions related to condemnation of non-material, non-income producing parcels
of the Mortgaged Property that do not materially affect the use or value of the Mortgaged Property or the ability of the related
Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion Loan when due; (vi) consent to a change in property
management relating to any Mortgage Loan or related Companion Loan with respect to (A) Mortgage Loans (including any related Companion
Loans but other than NCB Co-op Mortgage Loans) with an outstanding principal balance of equal to or less than $2,500,000 and where
the successor property manager is not affiliated with the related Mortgagor or (B) NCB Co-op Mortgage Loans (and in the case of
this subclause (B), subject to Section 3.18(k)); (vii) except for any annual budget approval that constitutes
a Special Servicer Decision with respect to a Non-WFB Mortgage Loan pursuant to clause (b) of the definition of “Special
Servicer Decision”, approve annual operating budgets; (viii) approve annual budgets to


 






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operate
a residential cooperative Mortgaged Property; (ix) with respect to NCB Co-op Mortgage Loans, consent to the related Mortgagor
incurring subordinate debt secured by the related Mortgaged Property, subject to the satisfaction of the NCB Subordinate Debt
Conditions with respect to such subordinate debt; and (x) consent to (A) 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
an NCB Co-op Mortgage Loan or (B) 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 other than an NCB Co-op 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 considered a Special Servicer Decision under clause (c) of the definition of “Special Servicer
Decision”; provided that (w) any such action would not in any way affect a payment term of the Certificates,
(x) any such action would not constitute a “significant modification” of such Mortgage Loan or Companion Loan
pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify
as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the extent not
reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing Standard),
(y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action would not
violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement. The foregoing is intended to be
an itemization of actions each Master Servicer may take without having to obtain the approval of any other party and is not intended
to limit the responsibilities of the Master Servicers hereunder.


 


Section 3.19     Transfer of Servicing Between Master Servicers and Special Servicers; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Companion Loan, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall
promptly give notice to the applicable Master Servicer or the applicable Special Servicer, as the case may be, the Operating Advisor
and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder thereof, and the applicable Master Servicer shall deliver the related Mortgage File and Servicing
File to the applicable Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications,
to the Operating Advisor. The applicable Master Servicer shall use its reasonable efforts to provide the applicable Special Servicer
with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the
like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the applicable Master Servicer’s
possession or otherwise available to such Master Servicer without undue burden or expense, and reasonably requested by the applicable
Special Servicer to enable it to assume its functions hereunder with respect thereto. Such Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer
Event (or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event,
within five (5) Business Days of receiving notice from the applicable Special Servicer of such Servicing Transfer Event when such
Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage
Loan and, if applicable, the related Serviced Companion Loan until such Special Servicer has commenced the servicing of such Mortgage
Loan and, if applicable, the related


 






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Serviced
Companion Loan. The applicable Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor,
and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the applicable Master
Servicer to the applicable Special Servicer, or by the applicable Special Servicer to the applicable Master Servicer, pursuant
to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall
deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the applicable
Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the applicable
Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and,
if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the
applicable Special Servicer shall immediately give notice thereof to the applicable Master Servicer, the Operating Advisor, the
related Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has
occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder and shall return the related Mortgage File and Servicing File to the applicable
Master Servicer (or copies thereof if copies only were delivered to the applicable Special Servicer) and upon giving such notice,
and returning such Mortgage File and Servicing File to such Master Servicer, such Special Servicer’s obligation to service
such Corrected Loan shall terminate and the obligations of such Master Servicer to service and administer such Mortgage Loan and,
if applicable, the related Companion Loan shall recommence.


 


(b)          
In servicing any Specially Serviced Loans and Serviced Companion Loans, the applicable Special Servicer will provide to
the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related
Mortgage File to the extent within its possession (with a copy of each such original to the applicable Master Servicer), and provide
the applicable Master Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including
correspondence with the related Mortgagor.


 


(c)          
Notwithstanding the provisions of Section 3.12(c), the applicable Master Servicer shall maintain ongoing payment
records with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect
to a Non-Serviced Mortgage Loan) and shall provide the applicable Special Servicer with any information in its possession with
respect to such records to enable such Special Servicer to perform its duties under this Agreement; provided that this statement
shall not be construed to require such Master Servicer to produce any additional reports.


 


(d)          
No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and, if applicable, the related Companion Loan, the applicable Special Servicer shall deliver in electronic format a report (the
“Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan, if


 






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applicable,
and the related Mortgaged Property to the applicable Master Servicer, the Directing Certificateholder (but only in respect of
any Mortgage Loan other than (A) any Excluded Loan or (B) any AB Whole Loan prior to the occurrence of an AB Control Appraisal
Period, and in any event prior to the occurrence of a Consultation Termination Event), the Operating Advisor (but, other than
with respect to an Excluded Loan, only after the occurrence and during the continuance of a Control Termination Event) and the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)) and, with respect to any related Serviced Companion Loan, to the related Companion Holder or,
to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the applicable master servicer
of such Other Securitization into which the related Serviced Companion Loan has been sold; the applicable Special Servicer shall
also deliver a summary of each Final Asset Status Report to the Certificate Administrator and the Certificate Administrator shall
post the summary of the Final Asset Status Report to the Certificate Administrator’s Website. Such Asset Status Report shall
set forth the following information to the extent reasonably determinable based on the information that was delivered to the applicable
Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)           
a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)          
a discussion of the legal and environmental considerations reasonably known to the applicable Special Servicer, consistent
with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal
counsel has been retained;


 


(iii)         
the most current rent roll (or with respect to NCB Co-op Mortgage Loans, maintenance schedule), and income or operating
statement available for the related Mortgaged Property;


 


(iv)          
(A) applicable the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing
status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)          
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any
proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional
defaults under the related Mortgage Loan or Serviced Whole Loan;


 






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(vi)         
a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air
rights lease, if applicable) or franchise agreement;


 


(vii)        
the decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis
setting forth such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)          
the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer
together with an explanation of those adjustments; and


 


(x)           
such other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by
the Directing Certificateholder (communicated to the applicable Special Servicer within ten (10) Business Days) is not in the best
interest of all the Certificateholders), such Special Servicer shall implement the recommended action as outlined in such Asset
Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable
law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other
than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable Special Servicer has not made
the affirmative determination described above, such Special Servicer shall revise such Asset Status Report and deliver a new Asset
Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the applicable Master
Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder (prior to the occurrence of a Consultation
Termination Event and, in the case of an AB Whole Loan, only prior to the occurrence of a Consultation Termination Event and during
an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor (but only after
the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly
post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the
applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days
of receiving such revised Asset Status Report or until the applicable Special Servicer makes a determination, in accordance with
the


 






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Servicing
Standard, that the disapproval is not in the best interests of the Certificateholders; provided that, if the Directing
Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days following the first submission
of an Asset Status Report, the applicable Special Servicer may act upon the most recently submitted form of Asset Status Report,
if consistent with the Servicing Standard; provided, however, that such Asset Status Report does not, and is not
intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The applicable
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the applicable Special Servicer, shall (a) require
or cause the applicable Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of
this Agreement, including the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and
to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose
the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers,
the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to
any claim, suit or liability or (d) materially expand the scope of the applicable Special Servicer’s, the Trustee’s
or the applicable Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to the AB Whole Loan, if both a Control Termination Event has occurred and
is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly deliver each Asset
Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination
Event has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor
shall provide comments to the applicable Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business
Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably
requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines
such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the
Control Eligible Certificates), as a collective whole. The applicable Special Servicer shall consider such alternative courses
of action and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such
Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) in


 






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connection
with the applicable Special Servicer’s preparation of any Asset Status Report. The applicable Special Servicer shall revise
the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and if
no Consultation Termination Event has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
to the extent the applicable Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s
input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as
a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of
the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion
Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing
Certificateholder (except with respect to any Excluded Loan) and the Operating Advisor shall consult with the applicable Special
Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the
occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
(other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult
with the applicable Special Servicer with respect to Asset Status Reports and the applicable Special Servicer shall only be obligated
to consult with the Operating Advisor with respect to any Asset Status Report as described above. The applicable Special Servicer
may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take
into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
applicable Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)          
(i)  Upon receiving notice of the occurrence of the events described in clause (iv) or (x)
of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein),
the applicable Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide
the applicable Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested
by such Special Servicer to enable it to negotiate with the related Mortgagor. The applicable 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.


 






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(ii)          
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the applicable Master Servicer shall deliver notice thereof to
the Operating Advisor at the same time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)           
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the applicable
Special Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft
summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Asset Status Report with respect to an AB Mortgage Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the Directing Certificateholder).
With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination
Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not
disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format such notice and summary
of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website
pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary;
provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset
Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the
most recent draft summary of the Final Asset Status Report delivered by the applicable Special Servicer prior to such 20th Business
Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however,
that if at any time the applicable Special Servicer determines that any affirmative disapproval of such draft summary by the Directing
Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer
shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for
posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.
The applicable Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion)
a copy of each Final Asset Status Report to the Operating Advisor. The applicable Special Servicer shall prepare a summary of any
Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan
is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder
of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent such Intercreditor
Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report
and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b).


 






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(g)          
No provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20      Sub-Servicing Agreements. (a)  Each Master Servicer and each Special Servicer may enter into Sub-Servicing
Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided
that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and
requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume
all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement,
or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances described therein (subject
to Section 3.20(g) hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the
related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests and the Class A-3FX Regular
Interest) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicers or Special Servicers,
as applicable, any successor master servicer or successor special servicer or any Certificateholder (or the related Companion Holder,
if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits
any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased
Mortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may
only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional
manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any
direct rights of indemnification that may be satisfied out of assets of the Trust except through the applicable Master Servicer
or the applicable Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04;
(vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the applicable Master Servicer
or the applicable Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) with respect
to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or
an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited
Party and (viii) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver
by the due date any Exchange Act reporting items required to be delivered to the applicable Master Servicer, the Certificate Administrator
or the Depositor under Article XI or under the Sub-Servicing Agreement or to the applicable master servicer under any
other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its
covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act
reporting items required for any party to this Agreement to perform its obligations under Article XI or under the Exchange
Act reporting items


 






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required
under any other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special
servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable,
be assigned and may assume any Sub-Servicing Agreements from the applicable predecessor Master Servicer or Special Servicer, as
the case may be (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by a Master
Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage
Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that
the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required
under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees
as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition
had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically
provided for in such Sub-Servicing Agreement. The applicable Master Servicer or applicable Special Servicer, as the case may be,
shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered
into by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken
or to be taken by the applicable Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of such Master
Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for
Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the applicable Master Servicer hereunder
to make Advances shall be deemed to have been advanced by such Master Servicer out of its own funds and, accordingly, in such
event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer
were such Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between such Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the
terms of the Sub-Servicing Agreement. For purposes of this Agreement, each Master Servicer shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The applicable Master Servicer or the applicable Special Servicer,
as the case may be, shall notify the applicable Master Servicer or the applicable Special Servicer, as the case may be, the Trustee
and the Depositor (and such Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it
of any Sub-Servicer, except that a Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)          
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the applicable Master
Servicer’s obligations under this Agreement.


 


(c)          
As part of its servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the
benefit of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor
the performance and


 






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enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the applicable Master Servicer
shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. The applicable Master Servicer shall have
the right to remove a Sub-Servicer retained by it at any time it considers removal to be in the best interests of the Certificateholders.


 


(d)          
In the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a
Master Servicer under any Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming
party all documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion
Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise
use reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the applicable Master
Servicer shall remain obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans
serviced hereunder and the Certificateholders for the performance of its obligations and duties under this Agreement in accordance
with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering
the Mortgage Loans for which it is responsible, and the applicable Master Servicer shall pay the fees of any Sub-Servicer thereunder
as and when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer
as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)           
The Trustee, upon the request of the applicable Master Servicer, shall furnish to any Sub-Servicer any documents necessary
or appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master
servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or
without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and
any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights
and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the applicable Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing
obligations of the applicable Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing
Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified
in any manner which


 






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would
increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement,
without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with either Master Servicer, the applicable Special
Servicer shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such
request) of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information,
and affording access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case
may be, to the applicable Master Servicer pursuant to the terms hereof.


 


(i)            
Notwithstanding any other provision of this Agreement, no Special Servicer shall enter into any Sub-Servicing Agreement
which provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage
Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the
Directing Certificateholder, except to the extent necessary for the applicable Special Servicer to comply with applicable regulatory
requirements.


 


Section 3.21    
Interest Reserve Account.


 


(a)          
On the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year
(in each case, unless the related Distribution Date is the final Distribution Date), (i) the Certificate Administrator, in
respect of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s
interest on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the
month in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof; and (ii) on the Closing Date, the Depositor shall remit to the Certificate Administrator, and
the Certificate Administrator shall deposit into the Interest Reserve Account the Closing Date Interest Deposit Amount (all amounts
so deposited pursuant to clause (ii) and in any consecutive February and January pursuant to clause (i),
“Withheld Amounts”).


 


(b)          
On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22    
Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicers and the Special Servicers shall, without charge, make a knowledgeable Servicing Officer via
telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence
and during the continuance of any Control Termination Event, the Operating Advisor (with respect to


 






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a
Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the applicable
Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


Section 3.23    
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to provide its name and address to the Certificate Administrator and to notify the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class
by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto, the selection of
a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed
by virtue of its purchase of a Certificate to notify the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when
it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the General Special
Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form
of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor
directing certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


(b)           Once
a Directing Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if
applicable) shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint
the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the
applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing
Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the applicable Master
Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee or the Operating Advisor receives
written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer
designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the
definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate
Administrator and notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee
and the Operating Advisor that it is the new Directing Certificateholder; provided that the applicable Master Servicer,
the Certificate Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely
on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate



 






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Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class.


 


(c)          
Until it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.


 


(d)          
In the event that no Directing Certificateholder has been appointed or identified to the Master Servicers or the Special
Servicers, as applicable, and the applicable Master Servicer or the applicable Special Servicer, as the case may be, has attempted
to obtain such information from the Certificate Administrator and no such entity has been identified to such Master Servicer or
such Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified to such Master
Servicer or such Special Servicer, as applicable, such Master Servicer or such Special Servicer, as applicable, shall have no duty
to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.


 


(e)          
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating
Advisor, the Master Servicers and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the applicable Master Servicer and the applicable Special Servicer. Notwithstanding the foregoing, Rialto CMBS VIII, LLC
shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this
Agreement or until a Consultation Termination Event occurs.


 


Until it receives notice
to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and
the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)           
If the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the
Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes including the Controlling
Class


 






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over
the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall
have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder
or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)          
(i) All requirements of each Master Servicer and each Special Servicer to provide notices, reports, statements or other
information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall
also apply to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced
Whole Loan, as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate
the obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)           
Until it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Certificateholder, and any AB Whole Loan Controlling
Holder.


 


(j)           
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced
Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor
Agreement.


 


(k)          
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2)
Business Days of a request from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)            
At any time that the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates and
the Class F Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder
and (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered
to the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master
Servicers, the Special Servicers and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such
time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii)
of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event,
such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class F Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect
to such transfer (the “Non-Waiving Successor”). Following any such sale or


 






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transfer,
the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including
the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without
regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the
right to irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling
Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling
Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan
that became a Specially Serviced Loan prior to the sale or transfer of the Class F Certificates to the Non-Waiving Successor
and had not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected
Loan.


 


(m)             
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include
on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicers, the Special Servicers and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an
expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicers and the Special Servicers
within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation
Termination Event. Upon the Certificate Administrator’s determination that a Control Termination Event or a Consultation
Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special
notice” on the Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account
the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with
Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state
“A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates
to less than 25% of the Original Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F Certificateholder,
who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder or to exercise any
of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and
a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights
as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Appraisal Reduction Amounts, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is


 






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at
least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Appraisal
Reduction Amounts.”


 


In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results
in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver
by the prior Holder.”


 


With respect to any Excluded
Loan, the Directing Certificateholder or any Controlling Class Certificateholder shall not have any consent or consultation rights
with respect to the servicing of such Excluded Loan and Control Termination Event and Consultation Termination Event shall be deemed
to have occurred with respect to an Excluded Loan.


 


Section 3.24      Intercreditor Agreements. (a)  Each of the Master Servicers and Special Servicers acknowledges and agrees
that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the
terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and each
Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without
limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement
and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicers and Special
Servicers agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related
Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent
that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or
permitted to consent to such action. Each of the Master Servicers and Special Servicers acknowledges and agrees that each Companion
Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the
terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the
Master Servicers and the Special Servicers further acknowledges and agrees that any AB Whole Loan Controlling Holder will have
the right to replace the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided
for herein and in the related Intercreditor Agreement.


 


(b)          
Neither the applicable Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim
or damage that arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor
Agreement or conflict between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision
of any Intercreditor Agreement that may otherwise require such Master Servicer or such Special Servicer to abide by any instruction
or direction of a Companion Holder or a mezzanine lender, neither such Master Servicer nor such Special Servicer shall be required
to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute
a Nonrecoverable Advance. In no event shall any


 






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expense
arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the applicable Master Servicer or
the applicable Special Servicer for its own account without reimbursement. In no event shall the applicable Master Servicer or
the applicable Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender
unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties
to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the
Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor
Agreement. In no event shall the applicable Master Servicer or the applicable Special Servicer, as the case may be, be required
to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder unless
the Certificate Administrator has delivered notice to such Master Servicer or such Special Servicer, as applicable, as required
under Section 3.23(e) or such Master Servicer or such Special Servicer, as applicable, have actual knowledge of the
identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the applicable
Master Servicer or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable
law or any provision of this Agreement, including such Master Servicer’s or such Special Servicer’s obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of
the Grantor Trust, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s,
the Certificate Administrator’s or the applicable Master Servicer’s responsibilities under this Agreement.


 


(d)          
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing
Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the servicing of such
Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion
Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted
to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right
in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the
related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the
applicable Master Servicer or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the
consent of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion
Loan to the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the related
Companion Holder without such consent. In addition, notwithstanding anything to the contrary, the applicable Master Servicer or
the applicable Special Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required
under the Intercreditor Agreement.


 


(e)          
Notwithstanding anything in this Agreement to the contrary, the applicable Special Servicer shall be required (1) to
provide copies of any notice, information and report that


 






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it
is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to any Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the
related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder (for
this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (2) to
consult with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information
and reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days
from the delivery to such related Companion Holder by the applicable Special Servicer of written notice of a proposed action,
together with copies of the notice, information and report required to be provided to the Controlling Class Certificateholder,
the applicable Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such
related Companion Holder has responded within such ten (10) Business Day period (unless, such Special Servicer proposes a new
course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period
shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, such Special Servicer
may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned
ten (10) Business Day period if such Special Servicer determines that immediate action with respect thereto is necessary to protect
the interests of the Certificateholders and the related Companion Holder. In no event shall the applicable Special Servicer be
obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)           
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
applicable Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the applicable Master Servicer
or the applicable Special Servicer at the offices of such Master Servicer or such Special Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, in which servicing issues
related to the related Whole Loan are discussed.


 


(g)          
With respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the
related Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier
than 2 Business Days after receipt by the applicable Master Servicer of the related Periodic Payment without the consent of such
Master Servicer.


 


Section 3.25    
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain


 






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such
Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation
and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s
Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency
is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall
be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s
Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request
the related Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement
as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to
the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no
response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response
Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such
request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any
Mortgage Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement
relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to
obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such
Rating Agency and the applicable Master Servicer or the applicable Special Servicer, as the case may be, may then take such
action if the applicable Master Servicer or the applicable Special Servicer, as the case may be, confirms its original
determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency
Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the
applicable Master Servicer or the applicable Special Servicer, such condition shall be deemed not to apply (as if such
requirement did not exist) if (i) it has been appointed and currently serves as a master servicer or a special servicer
on a transaction-level basis on a transaction currently rated by Moody’s that currently has securities outstanding and
for which Moody’s has not cited servicing concerns of the applicable replacement master servicer or special servicer as
the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on
“watch status” in contemplation of a rating downgrade or withdrawal) of securities in a commercial
mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior
to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) DBRS has not cited servicing
concerns of the applicable replacement master servicer or special servicer, as applicable, 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 replacement master servicer or special servicer prior to the time of determination,
if DBRS is the non-responding Rating Agency or (iii) KBRA has not cited servicing concerns of the applicable replacement
master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in any other commercial



 






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mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicers, Special Servicers, Certificate Administrator or Trustee, as applicable, pursuant to this
Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation
request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency
Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider
shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
applicable Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in this
Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such
requirement did not exist), such Master Servicer or such Special Servicer, as applicable, shall provide electronic written notice
to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage
Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the applicable Master Servicer or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination
with respect to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such
requirement did not exist).


 


(c)          
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26      The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available
to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and
(B) that is contained in the CREFC® Servicer Watch List prepared by the applicable Master Servicer and (ii) each
Final Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)          
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the


 






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Operating
Advisor agrees that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)          
(i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the applicable Special Servicer that would be Privileged Information) delivered to
the Operating Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the
Operating Advisor shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate
Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for
which a Control Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual
Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its
organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement
including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no
event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision of this
Agreement), setting forth the Operating Advisor’s assessment of the applicable Special Servicer’s performance of its
duties under this Agreement during the prior calendar year on a “platform-level basis” with respect to the resolution
and/or liquidation of Specially Serviced Loans that the applicable Special Servicer is responsible for servicing under this Agreement;
provided, further, however, that in the event the applicable Special Servicer is replaced, the Operating Advisor
Annual Report shall only relate to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar
year and is continuing in such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing,
with respect to any Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the
applicable Special Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during
the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this
Agreement, including, without limitation, Section 3.26(c) hereof, each such Operating Advisor Annual Report shall (A) identify
any material deviations (i) from the Servicing Standard and (ii) from the applicable Special Servicer’s obligations
under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the applicable
Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related to a Non-Serviced
Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged
Information (subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however,
that the applicable Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five
(5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor
shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided


 






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by
the applicable Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor Annual
Report, the term “platform-level basis” refers to the applicable Special Servicer’s performance of its duties
as they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the applicable Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the applicable Special Servicer (other than any communications
between the Directing Certificateholder and such Special Servicer that would be Privileged Information) pursuant to this Agreement.


 


(ii)          
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual
Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to
the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and
completeness of any information it is provided without liability for any such reliance hereunder. In the event a lack of access
to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating
Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating
Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)          
Prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior
to the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the applicable
Special Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the applicable Special
Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced
Loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations
but shall not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present
value calculations.


 


(e)          
(i)  After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced
AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal
Period, after the calculation but prior to the utilization by the applicable Special Servicer of any of the calculations related
to (i) Appraisal Reduction Amounts or (ii) net present value in accordance with Section 1.02(iv), the applicable
Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in
support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical
accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly, but in any
event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later
than three (3) Business Days after receipt of such calculations and any supporting or


 






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additional
materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)          
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount (as calculated by the applicable Special Servicer) or net present value or the
application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating
Advisor and applicable Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or
any disagreement within five (5) Business Days of delivery of such calculations. The applicable Master Servicer shall cooperate
with such Special Servicer and provide any information reasonably requested by such Special Servicer necessary for the calculation
of the Appraisal Reduction Amount that is in such Master Servicer’s possession or reasonably obtainable by such Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply.


 


(iii)          
Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be
permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during
the continuance of both a Control Termination Event (except with respect to any Excluded Loan) and a related AB Control Appraisal
Period.


 


(f)           
[RESERVED].


 


(g)          
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each
party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
applicable Special Servicer and, unless a Control Termination Event has occurred, the Directing Certificateholder (with respect
to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Excluded Loan) other than pursuant to a Privileged
Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information
with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality
provisions applicable to the Operating Advisor.


 






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(h)          
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to
time in accordance with the terms of Section 4.07(a).


 


(i)            As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Distribution Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan)
and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the
Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan,
as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may
be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment
due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or
6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding
Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.
When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the
Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such
Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The applicable Master Servicer or
applicable Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in
no event shall such Master Servicer or such Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that such Master Servicer or such Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.
Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating
advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) any AB Mortgage Loan, prior
to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided, further,
that the Operating


 






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Advisor
shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)             After the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written
direction of Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal
Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement
Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible
Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses
to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee
and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by
the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate
Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate
Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation
of votes of all Certificates in such regard. Upon the vote or written direction of Holders of at least 75% of the aggregate Certificate
Balance of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to
notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall
immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)            After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee
will, as soon as possible, be required to give written notice of the termination and appointment to the applicable Special Servicer,
the applicable Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information
Provider’s Website), the Depositor, the Directing Certificateholder (only if no Consultation Termination Event has occurred
and is continuing), any Companion Loan holder and the Certificateholders.


 


(l)             The holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to


 






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exist
and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of an Operating Advisor Termination
Event by certificateholders, the trustee and the certificate administrator will be entitled to recover all costs and expenses
incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such
waiver from the Trust.


 


(m)          Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed
to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)           The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance
of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating
Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement
Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating
Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)           In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V
Certificates and the Class R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). In connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall
be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the
Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)           In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)           The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have


 






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no
(A) fiduciary duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall
have no duty to any particular class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does
not constitute an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)            Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate
of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this
Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 


(s)            The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the
foregoing, if the Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor,
the Depositor shall be permitted to find a replacement.


 


(t)            The Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that
no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicers, the Special Servicers, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicers, the Special Servicers, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance with the
provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of
such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same
extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under this Agreement.
The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.


 


Section 3.27     
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the applicable Master
Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement.


 






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(b)           No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)            In the case of each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant
to Article VII of this Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously
to resign or be removed.


 


(d)           This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28      Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for,
the Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto. In the
event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall
have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such
payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement.


 


Section 3.29      Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a)  In
the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the applicable Master Servicer
and the applicable Special Servicer shall


 






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acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


 


(b)           If any of the Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency
that the applicable Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating
the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify
each Non-Serviced Master Servicer of the same.


 


(c)           In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the applicable Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts
to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to such Other Securitization.


 


(d)           In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance
of a Control Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required.
The applicable Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance
of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related
Intercreditor Agreement.


 


(e)           With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)            With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)           With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or
such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the applicable Master Servicer, the applicable Special Servicer, the Trustee and the Custodian shall reasonably cooperate
with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with
such Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any


 






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documents
reasonably requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents
are in the possession of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be.


 


Section 3.30      [RESERVED].


 


Section 3.31      [RESERVED].


 


Section 3.32      Litigation Control. (a)  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any
Serviced Companion Loan or any related REO Loan or related REO Property, the applicable Special Servicer shall, in accordance with
the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor
on the related Note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust, the applicable
Master Servicer and/or the applicable Special Servicer or any predecessor master servicer or special servicer, and represent the
interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the Mortgagor or other Borrower-Related
Party under the related Mortgage Loan documents, or with respect to the related Mortgaged Property or other collateral securing
such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement of the obligations of a Borrower-Related
Party under the related Mortgage Loan documents (“Trust-Related Litigation”). In the event that the applicable
Master Servicer is named in any Trust-Related Litigation but the applicable Special Servicer is not named in such Trust-Related
Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), such Master Servicer shall notify such
Special Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of such
Master Servicer receiving service of such Trust-Related Litigation.


 


(b)           To the extent the applicable Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the applicable
Special Servicer is named, in order to effectuate the role of such Special Servicer as contemplated by the immediately preceding
subsection, the applicable Master Servicer shall (i) provide monthly status reports to such Special Servicer, regarding such
Trust-Related Litigation; (ii) seek to have the Trust replace such Master Servicer as the appropriate party to the lawsuit;
and (iii) so long as such Master Servicer remains a party to the lawsuit, consult with and act at the direction of such Special
Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including
but not limited to the selection of counsel; provided that such Master Servicer shall have the right to engage separate
counsel relating to claims against such Master Servicer to the extent set forth in Section 3.32(e); and provided,
however, that if there are claims against such Master Servicer and such Master Servicer has not determined that separate
counsel is required for such claims, such counsel shall be reasonably acceptable to such Master Servicer.


 


(c)           No Special Servicer shall (i) undertake (or direct the applicable Master Servicer to undertake) any material settlement
of any Trust-Related Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in
writing the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence
and continuance of a Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually
known to such Special Servicer; provided that such Special Servicer shall make due inquiry of the Certificate Administrator
as to the identity of the


 






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Directing
Certificateholder) and the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion
Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to such Special Servicer) and
the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation
of a Control Termination Event) has not objected in writing within five (5) Business Days of having been notified thereof
and having been provided with all information that the Directing Certificateholder has reasonably requested with respect thereto
promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been
received by such Special Servicer within such 5-Business Day period, then the Directing Certificateholder shall be deemed to have
approved the taking of such action); provided that, if such Special Servicer determines (consistent with the Servicing
Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced
Whole Loan, the related Companion Holders, such Special Servicer may take such action without waiting for the Directing Certificateholder’s
response.


 


(d)           Notwithstanding the foregoing, neither of the Special Servicers nor the Master Servicers shall follow any advice, direction
or consultation provided by the Directing Certificateholder (or any other party to this Agreement) that would require or cause
such Special Servicer or such Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing
Standard, require or cause such Special Servicer or such Master Servicer, as applicable, to violate provisions of this Agreement,
require or cause such Special Servicer or such Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced
Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any
claim, suit or liability, cause any REMIC created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the
applicable Special Servicer’s or the applicable Master Servicer’s, as the case may be, responsibilities under this
Agreement.


 


(e)           Notwithstanding the right of either Special Servicer to represent the interests of the Trust in Trust-Related Litigation,
and subject to the rights of the applicable Special Servicer to direct the applicable Master Servicer’s actions in this Section 3.32,
the applicable Master Servicer shall retain the right to make determinations relating to claims against such Master Servicer, including
but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in such Master Servicer’s
reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)            Further, nothing in this section shall require either Master Servicer to take or fail to take any action which, in such
Master Servicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject
such Master Servicer to liability or materially expand the scope of such Master Servicer’s obligations under this Agreement.


 


(g)           Notwithstanding either Master Servicer’s right to make determinations relating to claims against such Master Servicer,
the applicable Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct such
Master Servicer to settle any claims asserted against such Master Servicer (whether or not the Trust or such Special


 






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Servicer
is named in any such claims or Trust-Related Litigation) (and with respect to any material settlements with respect to any Mortgage
Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to a Control Termination
Event or Consultation Termination Event, respectively) and (ii) otherwise reasonably direct the actions of the applicable
Master Servicer relating to claims against such Master Servicer (whether or not the Trust or such Special Servicer is named in
any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does
not require any admission of liability or wrongdoing on the part of the applicable Master Servicer, (B) the cost of such settlement
or any resulting judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement,
(C) the applicable Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and
expenses of such Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any
such action taken by a Master Servicer at the direction of the applicable Special Servicer shall be deemed (as to such Master
Servicer) to be in compliance with the Servicing Standard and (E) the applicable Special Servicer provides the applicable Master
Servicer with assurance reasonably satisfactory to such Master Servicer as to the items in clauses (A), (B)
and (C).


 


(h)           In the event both the applicable Master Servicer and the applicable Special Servicer or Trust are named in Trust-Related
Litigation, such Master Servicer and such Special Servicer shall cooperate with each other to afford such Master Servicer and such
Special Servicer the rights afforded to such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the applicable Special Servicer authorizes the applicable Master Servicer, and such Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on
behalf of the Trust in accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on
its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation
or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding
relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents,
or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the applicable Master Servicer nor the applicable
Special Servicer shall, without the prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding
in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare,
execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar actions with
the intent to cause, and that actually causes, the Trustee to be registered to do business in any state (provided that neither
the applicable Master Servicer nor the applicable Special Servicer shall be responsible for any delay due to the unwillingness
of the Trustee to grant such consent); and (iii) in the event that any court finds that the Trustee is a necessary party in
respect of any action, suit, litigation or proceeding relating to or arising from this Agreement


 






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or
any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order
to protect and represent its interests, whether as Trustee or individually (but not to otherwise direct, manage or prosecute such
litigation or claim); provided, however, that nothing in this subsection shall be interpreted to preclude the applicable
Special Servicer (with respect to any material Trust-Related Litigation with respect to any Mortgage Loan other than an Excluded
Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event or Consultation Termination Event, respectively, to the extent required in Section 3.32(c), respectively)
from initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust.


 


Section 3.33      Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that a Master Servicer,
a Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that
is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded
Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate
Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s Website under
the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded Controlling
Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans
on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master
Servicers, the Special Servicers or the Operating Advisor shall have any obligations to separately label and deliver any Excluded
Information in accordance with this Section 3.33 until such party has received written notice with respect to the related
Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall
prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any
Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such
Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party
with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f)
of this Agreement.


 


Section 3.34      Swap Contract. (a)  On or before the Closing Date, the Certificate Administrator, not in its individual
capacity but solely in its capacity as Certificate Administrator, on behalf of the Trust (for the benefit of the Holder of the
Class A-3FL Certificates), shall enter into the Class A-3FL Swap Contract and related agreements (including questionnaires) with
the Swap Counterparty.


 






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(b)           On the Business Day prior to each P&I Advance Date, based on the reports provided by the applicable Master Servicer
pursuant to Section 4.02(c), information that the Certificate Administrator obtains from the Swap Counterparty, the Class
A-3FL Swap Contract, and subject to the priority set forth in Section 4.01(b), the Certificate Administrator shall
calculate the Class A-3FL Net Swap Payment, and notify the Swap Counterparty in accordance with the terms of the Class A-3FL Swap
Contract.


 


(c)           No later than 4:00 p.m., New York City time, on each Distribution Date, the Certificate Administrator shall apply amounts
on deposit in the Class A-3FL Sub-Account to remit the Class A-3FL Net Swap Payment, if any, and the Class A-3FL Percentage Interest
of any Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-3FX Regular Interest, if any, to the Swap Counterparty;
provided that upon the occurrence and during the continuation of a Class A-3FL Swap Conversion Event, the Certificate Administrator
shall not make such payments to such Swap Counterparty. Promptly upon receipt of any payment or other receipt from the Swap Counterparty
in respect of the Class A-3FL Swap Contract, the Certificate Administrator shall deposit the same into the Class A-3FL Sub-Account.
For the avoidance of doubt, payments by the Swap Counterparty to the Certificate Administrator and payments by the Certificate
Administrator to the Swap Counterparty (including payments referenced in the first paragraph of Section 4.01(b)(iii)(A)
and Section 4.01(b)(iii)(B)) pursuant to the Class A-3FL Swap Contract with respect to any related Distribution Date
(other than any Class A-3FL Swap Termination Payments) shall be on a net basis in accordance with the terms of the Class A-3FL
Swap Contract.


 


(d)           The Certificate Administrator shall at all times enforce the Trust’s rights under the Class A-3FL Swap Contract. Upon
the Certificate Administrator’s receipt of written notice of, or if a Responsible Officer of the Certificate Administrator
has actual knowledge of, a Class A-3FL Swap Default, the Certificate Administrator shall promptly provide written notice to the
Holders of the Class A-3FL Certificates and shall be required, subject to the Certificate Administrator’s determination that
costs of enforcement will be recoverable from or indemnified by the Holders of the Class A-3FL Certificates, to take such actions
(following the expiration of any applicable grace period specified in the Class A-3FL Swap Contract), unless otherwise directed
in writing by the Holders of 51% (by Certificate Balance) of the Class A-3FL Certificates, to enforce the rights of the Trust under
the Class A-3FL Swap Contract, as may be permitted by the terms thereof and use any Class A-3FL Swap Termination Payments, received
from the Swap Counterparty to enter into a replacement interest rate swap contract in respect of the Class A-3FL Swap Contract
on substantially identical terms or on such other terms reasonably acceptable to the Depositor, with a replacement swap counterparty
that would not cause a Rating Agency Trigger Event, subject, in each case, to Rating Agency Confirmation. If the costs attributable
to entering into a replacement interest rate swap contract in respect of the Class A-3FL Certificates would exceed the amount of
any Class A-3FL Swap Termination Payments a replacement interest rate swap contract shall not be entered into and any such proceeds
will instead be distributed to the Holders of the Class A-3FL Certificates, pro rata, on the immediately succeeding Distribution
Date. The Certificate Administrator shall be entitled to require reasonable assurances of payment (including, without limitation,
reasonable indemnity therefor) from the Holders of the Class A-3FL Certificates prior to the incurrence of any costs in connection
with the enforcement of the Class A-3FL Swap Contract. The Certificate Administrator shall not be liable for any act of, omission
of, or for the performance of, the


 






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replacement
swap counterparty. Notwithstanding any of the foregoing to the contrary, at no time may the Trust enter into a swap agreement
or other swap transaction with any swap counterparty that is neither a “swap dealer” nor a “major swap participant”
(as defined in Section 1(a) of the Commodity Exchange Act).


 


Any Class A-3FL Swap
Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction
of the Holders of the Class A-3FL, as set forth in this Section 3.34(d)) not to enter into a replacement interest rate swap
contract in respect of the Class A-3FL Certificates, and distribution of any Class A-3FL Swap Termination Payments to the Holders
of the Class A-3FL Certificates. Any such Class A-3FL Swap Conversion Event, or Class A-3FL Swap Default shall not constitute an
event of default under this Agreement.


 


Upon any change (or written
notification to the Certificate Administrator that such change is imminent (and such change is confirmed by the Certificate Administrator))
in the payment terms on the Class A-3FL Certificates, including as a result of the occurrence of a Class A-3FL Swap Conversion
Event or a Class A-3FL Swap Default or the cure of a Class A-3FL Swap Conversion Event or a Class A-3FL Swap Default, the Certificate
Administrator shall promptly provide the Depository with such information as may be necessary to effectuate the change in payment
terms.


 


The Certificate Administrator’s
obligation, on behalf of the Trust, to remit to the Swap Counterparty any funds under the Swap Contract shall be limited to the
provisions of this Section 3.34 and in accordance with the priorities set forth in this Agreement. The Certificate Administrator
shall have no obligation on behalf of the Trust to remit or cause to be remitted to the Swap Counterparty any portion of the amounts
due to such Swap Counterparty under the related Swap Contract for any Distribution Date unless and until the related interest payment
on the Class A-3FX Regular Interest for such Distribution Date is actually received by the Certificate Administrator.


 


(e)            Notwithstanding anything in this Agreement to the contrary, any costs and expenses related to the Class A-3FL Swap Contract
will only be payable (subsequent to the distribution of all amounts of principal and interest and reimbursement of Realized Losses
and any other amounts payable with respect to the Class A-3FL Certificates) from the Class A-3FL Sub-Account, and in any event
in accordance with Section 4.01(b); provided, however, that any enforcement costs under this Section 3.34(e)
and costs incurred in connection with any exchange of the Class A-3FL Certificates to Class A-3FX Certificates shall be borne by
the related Class A-3FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of
the Trust to such class of Certificates.


 


(f)            The Certificate Administrator shall establish a Swap Counterparty Collateral Account, which may be a sub-account of the
Distribution Account. The Certificate Administrator shall deposit all collateral received from the Swap Counterparty under any
“Credit Support Annex” (as defined in the Class A-3FL Swap Contract) of the Class A-3FL Swap Contract into the Swap
Counterparty Collateral Account. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the
credit of, a Swap Counterparty Collateral Account shall be (i) for application to obligations of the Swap Counterparty under
the Class A-


 






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3FL
Swap Contract if such swap contract becomes subject to a Class A-3FL Swap Default, in accordance with the terms of the Credit
Support Annex relating to the Class A-3FL Swap Contract, or (ii) to return collateral to the Swap Counterparty when and as
required by the Class A-3FL Swap Contract. The Certificate Administrator agrees to give the Swap Counterparty prompt notice if
it obtains knowledge that the Swap Counterparty Collateral Account or any funds on deposit therein or otherwise to the credit
of the Swap Counterparty Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution
or similar process. Funds credited to the Swap Counterparty Collateral Account shall be applied as contemplated in the Class A-3FL
Swap Contract. Subject to the terms of the Class A-3FL Swap Contract, proceeds of the liquidation of collateral under the Class
A-3FL Swap Contract (if such swap contract becomes subject to early termination or upon default by the Swap Counterparty) shall
be deposited in the Class A-3FL Sub-Account for application. No party hereunder shall be required to make any Advance of the Class
A-3FL Floating Swap Payment. Simultaneous with the delivery to the Certificateholders, the Certificate Administrator shall (1)
make available to the Swap Counterparty the Distribution Date Statement and (2) make available or deliver to the Swap Counterparty
copies of any other reports or notices delivered to the Holders of the related Class A-3FL Certificates as and to the extent required
by the related Swap Contract.


 


(g)           The Depositor, in compliance with the Commodity Exchange Act and the regulations promulgated thereunder, shall, on or prior
to the Closing Date, obtain from the Depository (or any other applicable successor entity) a “legal entity identifier”
(“LEI”) on behalf of, and in the name of, the Trust as a counterparty to the Swap Contract. So long as the Swap
Contract is outstanding, the Certificate Administrator agrees that it shall, on an annual basis on behalf of the Trust, recertify
the LEI record through the website being maintained for such purpose (or complete such substantially similar process as is then
in effect). Any fees associated with obtaining and maintaining the LEI shall be payable by the Depositor. The Certificate Administrator
hereby acknowledges that it has received from the Depositor an amount equal to $1,000 (such amount, the “LEI Maintenance
Amount”) to be applied toward the payment of any ongoing recertification fees payable in respect of the LEI. If at any
time during the term of the swap agreement, the recertification fee payable in respect of the LEI (together with such recertification
fees previously paid) exceeds the LEI Maintenance Amount initially deposited by the Depositor with the Certificate Administrator,
the Depositor shall, upon written request from the Certificate Administrator, remit to the Certificate Administrator any additional
amounts payable in respect thereof no later than 5 Business Days from receipt of such written request; provided that if
the Depositor fails for any reason to remit, within such 5 Business Days, any such additional amounts for an additional period
of 10 Business Days following written notice of such failure by the Certificate Administrator to the Depositor, the Certificate
Administrator shall pay such excess from amounts on deposit in the Class A-3FL Sub-Account (from amounts otherwise distributable
to the Holders of the Class A-3FL). The Certificate Administrator shall not be deemed to assume any obligations on behalf of the
Depositor or the Trust relating to the Swap Contract, other than those expressly set forth herein.


 


(h)           To the extent any party hereto receives on behalf of the Trust a “daily mark” and disclosure related thereto
(a “Daily Mark”) from the Swap Counterparty pursuant to 17 C.F.R. § 23.431(d) or any related regulation,
such party shall promptly provide such Daily Mark to the Certificate Administrator. The Certificate Administrator shall, upon the
written request of a Holder of a Class A-3FL Certificates (and at the expense of such Holder), make


 






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available
the most recent Daily Mark received by it to the Holders of such Class; provided that the Certificate Administrator shall
not be required to provide such information to any Certificateholder more than once in any given calendar month. It is understood
and agreed that the Certificate Administrator has no obligation to require the delivery of a Daily Mark by the Swap Counterparty
or to verify or otherwise ensure the timeliness or accuracy of the information provided in connection therewith. Neither the Depositor
nor any other party shall cause the Trust to enter into a swap agreement unless the swap counterparty thereunder agrees in writing
that the Daily Mark may be made available to the Holders of the Class A-3FL Certificates, as provided in this paragraph.


 


(i)             Each beneficial owner of a Class A-3FL Certificate, or any interest therein, shall be deemed to have represented that either
(i) it is not a Plan or any person investing on behalf of or with plan assets of a Plan or (ii) the acquisition and holding of
the Class A-3FL Certificate are eligible for the exemptive relief available under at least one of the Investor-Based Exemptions.


 


[End of Article III]


 


Article IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01      Distributions. (a)  On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with
respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier
REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:


 


(i)             first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-E Certificates,
the Class X-F Certificates and the Class X-G Certificates and the Class A-3FX Regular Interest, pro rata (based
upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)            second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, and the Class A-SB Certificates and the Class A-3FX Regular Interest in reduction of the
Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB
Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB
Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second,
to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the


 






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portion thereof
remaining after any distributions specified in subclause (1) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the
Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1) and (2) above have been made on such Distribution Date),
until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth,
to the Holders of the Class A-3 Certificates and the Class A-3FX Regular Interest, pro rata (based on their respective
Certificate Balances), in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2) and (3) above have been made on such Distribution Date), until the Certificate
Balances of the Class A-3 Certificates and the Class A-3FX Regular Interest have been reduced to zero; (5) fifth, to the
Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1) (2), (3) and (4) above have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; and
(6) sixth, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3), (4)
and (5) above have been made on such Distribution Date), until the outstanding Certificate Balances of the Class A-SB
Certificates have been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3,
Class A-4, and Class A-SB Certificates and the Class A-3FX Regular Interest, pro rata (based on their respective
Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4, and Class A-SB Certificates and the Class
A-3FX Regular Interest is reduced to zero;


 


(iii)         third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, and the Class A-SB Certificates and the Class A-3FX Regular Interest, pro rata (based
upon the aggregate unreimbursed Realized Losses previously allocated to each such Class), up to an amount equal to the aggregate
unreimbursed Realized Losses previously allocated to each such Class, plus interest on that amount at the Pass-Through Rate for
such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(iv)          fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)           fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, and Class A-SB
Certificates and the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the Class A-S Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4, and Class A-SB
Certificates and the Class A-3FX Regular Interest on such Distribution Date), until the outstanding Certificate Balance of the
Class A-S Certificates has been reduced to zero;


 






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(vi)           sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(vii)          seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)         eighth, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and Class A-3FX
Certificates) and the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates)
and the Class A-3FX Regular Interest on such Distribution Date), until the outstanding Certificate Balance of the Class B
Certificates has been reduced to zero;


 


(ix)           ninth, to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(x)            tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)           eleventh, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and Class
A-3FX Certificates), Class B Certificates and the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the
Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A Certificates (other than the Class A-3FL
and Class A-3FX Certificates), Class B Certificates and the Class A-3FX Regular Interest on such Distribution Date), until the
outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)          twelfth, to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(xiii)         thirteenth, to the Holders of the Class D Certificates and the Class X-D Certificates pro rata
(based upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 






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(xiv)         fourteenth, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and Class
A-3FX Certificates), Class B Certificates, Class C Certificates and the Class A-3FX Regular Interest have been reduced to zero,
to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates (other
than the Class A-3FL and Class A-3FX Certificates), Class B Certificates, Class C Certificates and the Class A-3FX Regular Interest
on such Distribution Date), until the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)          fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(xvi)         sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)        seventeenth, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and Class
A-3FX Certificates), Class B Certificates, Class C Certificates, Class D Certificates and the Class A-3FX Regular Interest
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates), Class B Certificates, Class C Certificates,
Class D Certificates and the Class A-3FX Regular Interest on such Distribution Date), until the outstanding Certificate Balance
of the Class E Certificates has been reduced to zero;


 


(xviii)       eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class;


 


(xix)         nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)          twentieth, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and Class
A-3FX Certificates), Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and the Class A-3FX
Regular Interest have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates), Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates and the Class

 






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A-3FX Regular Interest on such Distribution Date), until the outstanding
Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)         twenty-first, to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class;


 


(xxii)        twenty-second, to the Holders of the Class G Certificates in respect of interest, up to an amount equal to
the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third, after the Certificate Balances of the Class A Certificates (other than the Class A-3FL and Class
A-3FX Certificates), Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates
and the Class A-3FX Regular Interest have been reduced to zero, to the Holders of the Class G Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A Certificates (other than the Class A-3FL and Class A-3FX Certificates), Class
B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates and the Class A-3FX
Regular Interest on such Distribution Date), until the outstanding Certificate Balance of the Class G Certificates has been
reduced to zero;


 


(xxiv)       twenty-fourth, to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class; and


 


(xxv)        twenty-fifth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if
any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the applicable Master Servicer and required to be part of the Available Funds for such Distribution
Date, such Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicers, the Special Servicers or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


Amounts distributed on
the Class A-3FX Regular Interest pursuant to this Section 4.01(a) on any Distribution Date shall be deposited by the Certificate
Administrator in the Class


 






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A-3FX
Regular Interest Distribution Account for further distribution on such Distribution Date pursuant to Section 4.01(b).


 


(b)         (i)(A) On each Distribution Date, for so long as the Certificate Balance of the Class A-3FX Regular Interest (and correspondingly
the Certificate Balances of the Class A-3FL and Class A-3FX Certificates) has not been reduced to zero, the Class A-3FX/A-3FL Available
Funds for such Distribution Date shall be allocated, pro rata, in accordance with the Certificate Balance of the Class
A-3FL and Class A-3FX Certificates, respectively (I) for deposit into the Class A-3FX Sub-Account in an amount equal to the
product of the Class A-3FX Percentage Interest for such Distribution Date and amounts distributed in respect of the Class A-3FX
Regular Interest pursuant to Section 4.01(a) on the related Distribution Date, and (II) for deposit into the Class
A-3FL Sub-Account in an amount equal to the product of the Class A-3FL Percentage Interest for such Distribution Date and amounts
distributed in respect of the Class A-3FX Regular Interest pursuant to Section 4.01(a) on the related Distribution Date.


 


(B)             
On each Distribution Date, (I) an amount equal to the product of (x) the Class A-3FX Percentage Interest on such
Distribution Date and (y) any Yield Maintenance Charges and Prepayment Premiums allocable to the Class A-3FX Regular Interest
pursuant to Section 4.01(e) for such Distribution Date shall be deemed allocated by the Certificate Administrator to
the Class A-3FX Sub-Account for distribution pursuant to Section 4.01(b)(ii)(B) and (II) an amount equal to the
product of (x) the Class A-3FL Percentage Interest for such Distribution Date and (y) any Yield Maintenance Charges and
Prepayment Premiums allocable to the Class A-3FX Regular Interest pursuant to Section 4.01(e) for such Distribution
Date, shall be deemed allocated by the Certificate Administrator to the Class A-3FL Sub-Account for distribution pursuant to Section 4.01(b)(iii)(B).


 


(ii)          (A) On each Distribution Date, for so long as the Certificate Balance of the Class A-3FX Certificates has not been
reduced to zero, to the extent of amounts allocated to the Class A-3FX Sub-Account in accordance with this Agreement, the Certificate
Administrator shall make distributions from the Class A-3FX Sub-Account in the following order of priority, satisfying in full,
to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(I)          
first, to the Holders of the Class A-3FX Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class for such Distribution Date;


 


(II)         second, to the Holders of the Class A-3FX Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Class A-3FX Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-3FX Certificates
has been reduced to zero;


 


(III)        third, to the Holders of the Class A-3FX Certificates, up to an amount equal to the unreimbursed Realized Losses
previously


 






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allocated to the Class A-3FX Certificates (as a result of the allocation of Realized Losses to the Class A-3FX Regular
Interest), plus interest on that amount at the Pass-Through Rate for the Class A-3FL Certificates compounded monthly from the date
the related Realized Loss was allocated to such Class; and


 


(IV)        fourth, to the Holders of the Class A-3FX Certificates, any remaining amounts in the Class A-3FX Sub-Account.


 


(B)             
On each Distribution Date, the Certificate Administrator shall distribute amounts properly deposited in the Class A-3FX
Sub-Account in respect of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-3FX Certificates.


 


(iii)         (A)  On each Distribution Date, for so long as the Certificate Balance of the Class A-3FL Certificates has not
been reduced to zero, to the extent of amounts allocated to the Class A-3FL Sub-Account in accordance with this Agreement and
amounts received from the Swap Counterparty pursuant to Section 3.34(c), after remitting any Class A-3FL Net Swap Payment
payable to the Swap Counterparty on such Distribution Date pursuant to Section 3.34(c), the Certificate Administrator shall
make distributions from the Class A-3FL Sub-Account in the following order of priority, satisfying in full, to the extent required
and possible, each priority before making any distribution with respect to any succeeding priority:


 


(I)           first, to the Holders of the Class A-3FL Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class for such Distribution Date;


 


(II)         second, to the Holders of the Class A-3FL Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Class A-3FL Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-3FL Certificates
has been reduced to zero;


 


(III)        third, to the Holders of the Class A-3FL Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to the Class A-3FL Certificates (as a result of the allocation of Realized Losses to the Class A-3FX Regular
Interest), plus interest on that amount at the Pass-Through Rate for the Class A-3FL Certificates (as a result of the allocation
of interest on unreimbursed Realized Losses to the Class A-3FX Regular Interest compounded monthly from the date the related Realized
Loss was allocated to the Class A-3FX Regular Interest);


 


(IV)        fourth, after the Certificate Balance of the Class A-3FL Certificates has been reduced to zero and all other amounts
(including reimbursements of Realized Losses or Interest Shortfalls) have been


 






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paid to the Class A-3FL Certificates, solely from
amounts payable to such Class of Certificates in respect of the Class A-3FL Percentage Interest of interest payments distributed
on the Class A-3FX Regular Interest, to the Swap Counterparty in respect of any termination payments then due to the Swap Counterparty
under the Class A-3FL Swap Contract; and


 


(V)         fifth, any remaining amount in the Class A-3FL Sub-Account to the Holders of the Class A-3FL Certificates.


 


(B)           
  On each Distribution Date with respect to which a Class A-3FL Swap Conversion Event has not occurred, the Certificate
Administrator shall distribute to the Swap Counterparty amounts deposited in the Class A-3FL Sub Account in respect of Yield Maintenance
Charges and Prepayment Premiums; provided that on each Distribution Date with respect to which a Class A-3FL Swap Conversion
Event has occurred and is continuing, the Certificate Administrator shall distribute amounts on deposit in the Class A-3FL Sub
Account in respect of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-3FL Certificates.


 


(c)          On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable
to the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f)
and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal
to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall
be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of
its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case
of the Class LA1, Class LA2, Class LA3, Class LA3FX, Class LA4, Class LASB and Class LAS Uncertificated
Interests, the Class X-A Certificates, (ii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates,
(iii) in the case of the Class LE Uncertificated Interest, the Class X-E Certificates, (iv) in the case of the Class LF Uncertificated
Interest, the Class X-F Certificates, and (v) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates,
in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through
Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are
referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate
Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to
be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections  4.04(b) and 4.04(c). The
initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier


 






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Principal Amount.
The pass through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)           After the Certificate Balance of any Class of Certificates (other than the Class A-3FL and Class A-3FX Certificates) and
the Class A-3FX Regular Interest 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 and other amounts provided for in this Section 4.01.


 


(e)            Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay a portion of that Yield Maintenance Charge or Prepayment Premium
in the following manner: (i) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class
A-S, Class B, Class C and Class D Certificates and the Class A-3FX Regular Interest, the product of (A) such Yield Maintenance
Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates or the Class A-3FX Regular
Interest, and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of Certificates
or the Class A-3FX 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 Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest
for that Distribution Date, and (ii) to the Class X-A Certificates, any remaining Yield Maintenance Charge or Prepayment
Premium not distributed as described above.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and
with respect to any Class of Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) and the Class
A-3FX 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 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


 






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zero;
and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than
the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be equal to 1.0.
If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest
Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable
Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case
of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent yield.
If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Holders of the Class X-D, Class X-E, Class X-F, Class X-G, Class E,
Class F, Class G, Class R or Class V Certificates. After the Certificate Balances of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
and the Class A-3FX Regular Interest have been reduced to zero, all Yield Maintenance Charges and Prepayment Premiums with respect
to the Mortgage Loans shall be distributed to the Holder of the Class X-A Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates and the Class A-3FX Regular Interest on each Distribution Date pursuant to this Section
4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the
Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect of each such Class of Lower-Tier
Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


Any distributions of
Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-3FX Regular Interest shall be distributed to the Holders
of the Class A-3FX Certificates as specified in Section 4.01(b)(ii)(B) and to the Holders of the Class A-3FL Certificates
or to the Swap Counterparty as specified in Section 4.01(b)(iii)(B).


 






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(f)            On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other
than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates and the Class A-3FX Regular Interest (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount
equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available Funds
for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the
Classes of Certificates or the Class A-3FX Regular Interest receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance
Certificates (other than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest and related Realized
Losses in each case allocable to the Regular Certificates and the Class
A-3FX Regular Interest. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed
to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest. Any amounts
deemed distributed to the Class A-3FX Regular Interest from the Gain-on-Sale Reserve Account on any Distribution Date shall be
deemed deposited in the Class A-3FX Sub-Account and the Class A-3FL Sub-Account, pro rata, based upon the Class A-3FX
Percentage Interest and the Class A-3FL Percentage Interest, respectively, and shall be distributed to the Class A-3FX
and Class A-3FL Certificates in reimbursement of Realized Losses pursuant to Section 4.01(b)(ii)(A)(III) and Section 4.01(b)(iii)(A)(III),
respectively.


 


(g)           All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a ”brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm
shall be responsible for disbursing funds to the Certificate Owners that it represents. None 


 






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of the Trustee, the Certificate Administrator,
the Certificate Registrar, the Depositor, the Master Servicers, the Special Servicers or the Underwriters shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.


 


(h)         Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final
distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount
of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)          the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 


(ii)         no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(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, 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, such to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds
in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the
non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)          Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates and the Class A-3FX Regular Interest
shall be made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d), as
applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal on such
Class on the relevant Distribution Date (with any such distribution in respect of the Class A-3FX Regular Interest made in
turn with respect to the Class A-3FL and Class A-3FX Certificates, pro rata, in accordance with the Class A-3FX Percentage
Interest and the Class A-3FL Percentage Interest pursuant to 


 






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Section 4.01(b)(ii)(A)(III) and Section
4.01(b)(iii)(A)(III), respectively); provided that all distributions in reimbursement of Realized Losses
previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders that surrendered
the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each such prior
Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance
with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based
upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such
prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of
such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h)
as if such Holder had failed to surrender its Certificates.


 


(j)             On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage
Loans shall be distributed solely to the Holders of the Class V Certificates from the Excess Interest Distribution Account.
Excess Interest will not be available to pay any other amounts except for distributions on Class V Certificates set forth
in the prior sentence.


 


(k)            On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)             to pay to the applicable Master Servicer any amounts deposited by such Master Servicer in the Companion Distribution Account
not required to be deposited therein;


 


(ii)            to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)           to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)           to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such
Companion Holder or an agent therefor appearing on the Companion Register on the related 


 






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Record Date (or, if no such account so
appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check
sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account
shall be located at a commercial bank in the United States.


 


On the final Remittance
Date, each Master Servicer shall withdraw from its Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance Date.


 


Section 4.02       
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor
Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each,
a “Distribution Date Statement”) which shall include:


 


(i)             the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)            the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance
Date;


 


(iii)           the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the applicable Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor, compensation
paid to the Asset Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®,
in each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing
compensation paid to such Master Servicer and such Special Servicer;


 


(iv)           the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


 


(v)            the aggregate amount of unscheduled payments received;


 


(vi)           the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period
for such Distribution Date;


 






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(vii)          the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89
days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)         the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included
in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on
the most recent Appraisal or valuation;


 


(ix)           the Available Funds and the Class A-3FX/A-3FL Available Funds for such Distribution Date;


 


(x)            the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)           the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates, the Class A-3FX
Regular Interest or the Swap Counterparty allocable  to (A) Yield Maintenance Charges, (B) (in the case of the Class V
Certificates), Excess Interest and (C) Prepayment Premiums;


 


(xii)          the Pass-Through Rate for such Class of Certificates and the Class A-3FX Regular Interest for such Distribution Date and
the next succeeding Distribution Date;


 


(xiii)         the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 


(xiv)         the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect
of the Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) or the Class A-3FX Regular Interest
to date;


 


(xv)          the Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately
following such Distribution Date;


 


(xvi)         the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date, together with a detailed worksheet
showing the calculation of each Appraisal Reduction Amount on a current and cumulative basis;


 


(xvii)        the current Controlling Class;


 






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(xviii)       the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)         a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 


(xx)          a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date);


 


(xxi)         all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)        in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)       the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement
of previously allocated Realized Loss;


 


(xxiv)       the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)        with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates)
or the Class A-3FX Regular Interest in connection with such Liquidation Event;


 


(xxvi)       with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that
all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination
Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts
received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates (other than the Class A-3FL and Class
A-3FX Certificates) or the Class A-3FX Regular Interest in respect of the related REO Loan in connection with that determination;


 






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(xxvii)      the aggregate amount of interest on P&I Advances paid to the applicable Master Servicer and the Trustee since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage
Loans;


 


(xxviii)     [RESERVED];


 


(xxix)        the then-current credit support levels for each Class of Certificates;


 


(xxx)         the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)        a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)       a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


 


(xxxiii)      an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its
Affiliates, which information will be provided to the Certificate Administrator by the applicable Master Servicer;


 


(xxxiv)      the amount of any Excess Interest actually received;


 


(xxxv)      the Interest Distribution Amount for the Class A-3FX Regular Interest, and with respect to the Class A-3FL Certificates,
notification, if applicable, that the amount of interest distributed thereon is equal to the allocable portion of the Interest
Distribution Amount with respect to the Class A-3FX Regular Interest, which is being paid as a result of the occurrence and continuance
of a Class A-3FL Swap Conversion Event;


 


(xxxvi)     LIBOR as calculated for the related Distribution Date and the next succeeding Distribution Date;


 


(xxxvii)    the amounts received and paid in respect of the Swap Contract;


 


(xxxviii)   identification of any Rating Agency Trigger Event or Class A-3FL Swap Default as of the close of business on the last day
of the immediately preceding calendar month with respect to the Swap Contract;


 


(xxxix)      the amount of any (A) payment by the Swap Counterparty as a termination payment, (B) payments in connection with
the acquisition of a replacement interest rate swap contract, and (C) collateral posted in connection with any Rating Agency
Trigger Event; and


 






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(xl)          the amount of, and identification of, any payments on the Class A-3FL and Class A-3FX Certificates in addition to
the amount of principal and interest due thereon (including without limitation, with respect to the Class A-3FL Certificates,
any termination payment received in connection with the Swap Contract).


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv),
(xxv), (xxxiv), (xxxv), (xxxix) and (xl) above, the amounts shall be expressed as a dollar
amount in the aggregate for all Certificates of each applicable Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


(b)           [RESERVED].


 


(c)           Each of the Master Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information such Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate
Administrator, such Master Servicer or such Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment
advisor) to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements
to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this


 






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paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the applicable
Master Servicer’s or applicable Special Servicer’s Internet website, such Master Servicer or such Special Servicer,
as applicable, shall take reasonable measures to ensure that only such parties listed above may access such information including,
without limitation, requiring registration, a confidentiality agreement and acceptance of a disclaimer. No Master Servicer or
Special Servicer, as the case may be, shall be liable for dissemination of this information in accordance with this Agreement,
and no Master Servicer or Special Servicer shall be responsible for any information delivered, produced, or made available pursuant
to Sections 3.13 and 4.02(b), other than information produced by such Master Servicer or such Special Servicer,
as applicable; provided that such information otherwise meets the requirements set forth herein with respect to the form
and substance of such information or reports. The applicable Master Servicer shall be entitled to attach to any report provided
pursuant to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be
made by such report.


 


Each Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the applicable Master Servicer) provide the applicable
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the applicable Master Servicer to prepare each report and any supplemental information to be provided by the applicable Master
Servicer to the Certificate Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation
to recompute, verify or recalculate the information provided thereto by the applicable Master Servicer. Unless the Certificate
Administrator has actual knowledge that any report or file received from such Master Servicer contains erroneous information, the
Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance
with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and allocating
Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure,
in the reasonable belief of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The applicable Master Servicer or the applicable Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)           Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the


 






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Certificate
Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested by such person,
for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate
Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A or any other
securities laws of any available information so furnished to any person including any prospective purchaser of a Certificate or
any interest therein, nor for the content or accuracy of any information so furnished which was prepared or delivered to them
by another.


 


(e)            The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)            Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the applicable
Master Servicer’s (in the case of a Non-Specially Serviced Loan) or the applicable Special Servicer’s (in the case
of a Specially Serviced Loan) reasonable satisfaction (at the expense of the Directing Certificateholder or such Controlling Class
Certificateholder) and if such information is in such Master Servicer’s or such Special Servicer’s possession, as applicable,
such Master Servicer or such Special Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through
the Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the applicable Master Servicer or the applicable
Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to such Master Servicer or such Special Servicer, generally to the effect that such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
such Master Servicer or such Special Servicer may conclusively rely. In addition, the applicable Master Servicer and the applicable
Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such Directing
Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall
include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03      P&I Advances. (a)  On or before 4:00 p.m., New York City time,


 






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on
each P&I Advance Date, the applicable Master Servicer shall (i) remit to the Certificate Administrator for deposit from
its own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if
any, with respect to the Mortgage Loans serviced by such Master Servicer to be made in respect of the related Distribution Date,
(ii) apply amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in
discharge of any such obligation to make such P&I Advances or (iii) make such P&I Advances in the form of any combination
of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for
future distribution and so used to make P&I Advances shall be appropriately reflected in the applicable Master Servicer’s
records and replaced by such Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance
Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest
in respect of which such P&I Advances were made). The applicable Master Servicer shall notify the Certificate Administrator
of (i) the aggregate amount of P&I Advances to be made by such Master Servicer for a Distribution Date and (ii) the
amount of any Nonrecoverable P&I Advances with respect to Mortgage Loans serviced by such Master Servicer for such Distribution
Date, on or before two (2) Business Days prior to such Distribution Date. If the applicable Master Servicer fails to make a required
P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance
pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless such Master Servicer
shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m.,
New York City time, on such Distribution Date. In the event that the applicable Master Servicer fails to make a required P&I
Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City
time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier
REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution
Date.


 


(b)           Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by each Master Servicer with respect to any Distribution Date, and each Mortgage Loan for which it acts as Master Servicer, shall
be equal to: (i) the Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan,
a fee accruing at the related Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage
Loan (including any Non-Serviced Mortgage Loan) and any related REO Loan (other than any portion of an REO Loan related to a Companion
Loan) during the related Collection Period and were not received as of the close of business on the Business Day preceding the
related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the applicable Master Servicer) and (ii) with
respect to each such Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I Advance Date (including any REO
Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related Balloon Payment would have been
past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the obligation
of the applicable Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), shall continue
until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition of
the REO Property, as the


 






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case
may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)            Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the applicable
Master Servicer shall make its determination (based on information provided by the applicable Non-Serviced Master Servicer and
Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance
or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage
Loan independently of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer, as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the
applicable Master Servicer or the applicable Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer shall provide the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the applicable Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, that either has determined in accordance with the applicable Non-Serviced PSA
with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar
to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is,
a nonrecoverable advance, then the applicable Master Servicer or the Trustee may, based upon such determination, determine that
any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable
P&I Advance. Thereafter, in either case, the applicable Master Servicer shall not be required to make any additional P&I
Advances with respect to the related Non-Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the case
may be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be
a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the applicable Master
Servicer, the applicable Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement
to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable a Nonrecoverable Advance.


 


(d)           In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the applicable Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be,
out of any amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion
Noteholder (unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement),
interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made
to but not including the date of reimbursement; provided, however, that no interest will accrue on any P&I


 






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Advance
(i) if the related Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period
has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related
P&I Advance Date. The applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding
P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available
for such purpose are deposited in the Collection Account.


 


(e)            Notwithstanding the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for
Excess Interest, Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or
make any P&I Advance with respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined
with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” has
been made in accordance with the related Non-Serviced PSA and the applicable Master Servicer has notice of such appraisal reduction
amount) then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage
Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal
portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for
such Mortgage Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed
as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such
Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the
related Distribution Date.


 


(f)            In no event shall either the applicable Master Servicer or the Trustee be required to make a P&I Advance with respect
to any Companion Loan.


 


(g)            Neither the applicable Master Servicer nor the Trustee shall advance any amount due to be paid by the Swap Counterparty
for distribution to the Class A-3FL Certificates.


 


Section 4.04      Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any,
by which (i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not
otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to
any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is less than
(ii) the then-aggregate Certificate Balance of the Principal Balance Certificates (other than the Class A-3FL and Class A-3FX
Certificates) and the Class A-3FX Regular Interest, after giving effect to distributions of principal on such Distribution Date
(any such deficit, the “Realized Loss”). Any


 






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allocation
of Realized Losses to a Class of Regular Certificates and the Class A-3FX Regular Interest shall be made by reducing the Certificate
Balance thereof by the amount so allocated. Any Realized Losses so allocated to the Class A-3FX Regular Interest shall be allocated,
pro rata (based upon their respective Class Percentage Interest immediately prior to such Distribution Date), as a reduction
of the Certificate Balance of the Class A-3FL and Class A-3FX Certificates. Any Realized Losses allocated to a Class of Certificates
pursuant to either of the preceding two sentences shall be allocated among the respective Certificates of such Class in proportion
to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and
other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions
of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates
or the Class A-3FX Regular Interest in respect of which any such reimbursement is made. With respect to any Class of Principal
Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and
previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan,
the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
(other than the Class A-3FL and Class A-3FX Certificates) and the Class A-3FX Regular Interest that previously were allocated
Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class
of Principal Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) or the Class A-3FX Regular Interest. Any amount of reimbursements allocated to the Class A-3FX
Regular Interest pursuant to this Section 4.04(a) shall be allocated to the Class A-3FL and Class A-3FX Certificates,
pro rata, based upon their respective Certificate Balances. If the Certificate Balance of any Class of Principal Balance
Certificates (other than the Class A-3FL and Class A-3FX Certificates) or Class A-3FX Regular Interest is so increased, the amount of unreimbursed Realized Losses of such Class of Principal
Balance Certificates (other than the Class A-3FL and Class A-3FX Certificates) or the Class A-3FX Regular Interest shall be decreased by such amount.


 


(b)           On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the Class A-3FL and
Class A-3FX Certificates) and the Class A-3FX Regular Interest will be reduced without distribution, as a write-off to the extent
of any Realized Losses, if any, allocable to such Certificates or Class A-3FX Regular Interest, as applicable, with respect to
such Distribution Date. Any such write off shall be allocated first, to the Class G Certificates, second, to
the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates,
fifth, to the Class C Certificates, sixth, to the Class B Certificates; seventh, to the Class A-S
Certificates and then, pro rata (based on their respective Certificate Balances), Class A-1, Class A-2, Class A-3,
Class A-4, and Class A-SB Certificates and the Class A-3FX Regular Interest, in each case until the remaining Certificate
Balances of such Classes of Certificates have been reduced to zero. Any Realized Losses so allocated to the Class A-3FX Regular
Interest on any Distribution Date shall be allocated between the Class A-3FL and Class A-3FX Certificates, in accordance with
their respective Certificate Balances.


 


(c)           With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates (other than the Class
A-3FL and Class A-3FX


 






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Certificates)
or the Class A-3FX Regular Interest pursuant to Section 4.04(a) or Section 4.04(b), respectively,
with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest
with respect thereto as a write-off.


 


Section 4.05      Appraisal Reduction Amounts. (a)  For purposes of (x) determining the Controlling Class (and whether
a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for
purposes of removal of the applicable Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to a
Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates or
the Class A-3FX Regular Interest, as applicable, in reverse sequential order to notionally reduce the related Certificate Balances
until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class G Certificates,
second, to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D
Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates, seventh, to
the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates
(other than the Class A-3FX, Class A-3FL, Class X-A, Class X-E, Class X-F and Class X-G Certificates) and the Class A-3FX
Regular Interest. Following receipt from the applicable Special Servicer, the applicable Master Servicer shall notify the Certificate
Administrator of the amount of any Appraisal Reduction Amount with respect to each Mortgage Loan (which notification may be satisfied
through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC®
Appraisal Reduction Template included in the CREFC® Investor Reporting Package). Based on information in its possession,
the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate
Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m). With respect
to any Appraisal Reduction Amount calculated for purposes of determining the Controlling Class, the appraised value of the related
Mortgaged Property will be determined on an “as-is” basis.


 


(b)           (i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined
at any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”)
as a result of an Appraisal Reduction Amount in respect of such Class shall have the right, at their sole expense, to require the
applicable Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an
Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The applicable Special Servicer
shall use its reasonable best efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of
the Requesting Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is” basis
by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect
of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)           Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Special Servicer shall
determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation
of the Appraisal Reduction Amount is warranted, and if so warranted, the applicable Special Servicer shall recalculate the Appraisal
Reduction Amount based on such supplemental Appraisal and any information received from the applicable Master 


 






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Servicer.
If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other
Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by
such recalculation of the Appraisal Reduction Amount. The Holders of an Appraised-Out Class requesting any supplemental
Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or
similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such
period beginning upon receipt by the applicable Special Servicer of any request to obtain a supplemental Appraisal pursuant
to clause (i) above to but excluding the date on which either (A) such Special Servicer determines that no
recalculation of the Appraisal Reduction Amount is warranted or (B) such Special Servicer recalculates the Appraisal
Reduction Amount based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the
Controlling Class during each Appraisal Review Period shall be exercised by the most senior Class of Control Eligible
Certificates, if any.


 


(c)            With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole
Loan)), the applicable Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the
related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially
changed, notify the applicable Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which
may be an update of a prior Appraisal), the cost of which shall be paid by such Master Servicer as a Servicing Advance or to the
extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly
following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with
Section 4.05(b) above), shall deliver a copy thereof to the applicable Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any
Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the
applicable Special Servicer from the applicable Master Servicer necessary to calculate the Appraisal Reduction Amount that is either
in such Master Servicer’s possession or reasonably obtainable by such Master Servicer, such Special Servicer shall determine
or redetermine, as applicable, and report to such Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount with respect
to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Template format; provided, however, that the applicable Special Servicer shall not
be liable for failure to comply with such duties insofar as such failure results from a failure of the applicable Master Servicer
to provide sufficient information to such Special Servicer to comply with such duties or failure by such Master Servicer to otherwise
comply with its obligations hereunder. Such report shall also be forwarded by such Master Servicer (or such Special Servicer if
the related Mortgage Loan is a Specially Serviced Loan), to 


 






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the
extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such Other
Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan by such Master Servicer (or such Special Servicer if the related Mortgage Loan is a Specially Serviced Loan).
If the applicable Special Servicer is required to redetermine the Appraisal Reduction Amount, such redetermined Appraisal
Reduction Amount shall replace the prior Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or
Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other than with respect
to any Excluded Loan, the applicable Special Servicer shall consult with the Directing Certificateholder with respect to any
Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing
but subject to Section 4.05(b), the applicable Special Servicer will not be required to obtain an Appraisal or
conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole
Loan as to which an Appraisal Reduction Event has occurred to the extent the applicable Special Servicer has obtained an
Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to
the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction
Event. Instead, the applicable Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any
Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the applicable Special Servicer is not aware of any material change to the related Mortgaged Property having occurred
and affecting the validity of such Appraisal or valuation.


 


The applicable Master
Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the applicable Special Servicer’s reasonable request therefor (which
request shall be made promptly, but in no event later than ten (10) Business Days, after the applicable Special Servicer’s
receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, that such Special Servicer’s
failure to timely make such request shall not relieve such Master Servicer of its obligation to use reasonable efforts to provide
such information to such Special Servicer within four (4) Business Days following such Special Servicer’s reasonable request.


 


(d)           Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole
Loan previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable
party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)           Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction 


 






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Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no
allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan
(until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, to the related AB
Mortgage Loan. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in
accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement,
then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion
Loan, based upon their respective Stated Principal Balances.


 


Section 4.06      Grantor Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor
Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power
to vary the investment of the Holders of the Class V or the Class A-3FL and Class A-3FX Certificates in the Grantor Trust
so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee
for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax
Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) as soon as possible after the
Swap Contract is entered into (but no later than the first payment date under the Swap Contract), obtain a taxpayer identification
number of the Grantor Trust and deliver or cause to be delivered the federal taxpayer identification number of the Grantor Trust
on an Internal Revenue Service Form W-9 to the Swap Counterparty and, if requested by the Swap Counterparty (unless not permitted
under federal income tax law), an applicable Internal Revenue Service Form W-8IMY; provided that Certificate Administrator
shall not be responsible for failure to obtain a taxpayer identification number for the Grantor Trust if the Certificate Administrator
timely takes all requisite action and such failure relates solely to a delay by the Internal Revenue Service in issuing such taxpayer
identification number, (B) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other
form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause, (C) furnish,
or cause to be furnished, to the Holders of the Class V Certificates, their allocable share of income and expense with respect
to the Excess Interest and Excess Interest Distribution Account and (D) furnish, or cause to be furnished, to the Class A-3FX
and Class A-3FL Certificateholders, their allocable share of income and expense with respect to the Class A-3FX Specific Grantor
Trust Assets and the Class A-3FL Specific Grantor Trust Assets, respectively, in the time or times and in the manner required by
the Code.


 


(b)           The Grantor Trust is a WHFIT that is a NMWHFIT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to 


 






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indemnification
in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first
sentence of this paragraph is incorrect.


 


(c)            The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the
WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)           The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Holder of a Class V Certificate, by acceptance of its interest in such class of securities, will be deemed
to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price,
amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate, including
the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator
shall assume there is no secondary market trading of WHFIT interests.


 


(e)            To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
an appropriate website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP.
The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such
CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number
in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt
of inaccurate or untimely CUSIP information.


 


Section 4.07      Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the applicable Master Servicer or the applicable Special Servicer, as the
case may be, relating to the reports being made available pursuant to Sections 3.13(b) and (d), the Mortgage
Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating
to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the applicable Special
Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the applicable Master Servicer, the applicable Special Servicer, Certificate 


 






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Administrator
or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the
related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator
shall forward the Inquiry to the appropriate person (in the case of the General Master Servicer to the following:
REAM_InvestorRelations@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of an Inquiry, the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided
below, shall reply to the Inquiry, which reply of such Master Servicer, such Special Servicer or the Operating Advisor, as
applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the
Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such
answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or the Operating
Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this
Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost
or expense to, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the
Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information
(subject to the Privileged Information Exception, or (vi) answering any Inquiry is otherwise, for any reason, not
advisable, it shall not be required to answer such Inquiry and, in the case of the applicable Master Servicer, the applicable
Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In
addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of
its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event
that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an
Inquiry that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement
provides that a Master Servicer, a Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer
an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics
described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the
Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the
applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in
significant additional costs or expenses to the Trustee, a Master Servicer, a Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information,
or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the
fact that a Master Servicer, a Special Servicer, the Certificate Administrator or the Operating Advisor has declined to
answer the Inquiry.” Answers posted on 


 






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the Investor Q&A Forum will be attributable only to the respondent, and
shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of
the Underwriters, Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator, the
Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they
are otherwise not entitled to receive under the terms of this Agreement.


 


(b)           The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person
and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the
Investor Registry for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor
Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name
and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)           The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the
17g-5 Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator
relating to any Distribution Date Statements, or submit questions to the applicable Master Servicer or the applicable Special
Servicer, as the case may be, relating to the reports prepared by such parties (each such submission, a “Rating
Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been previously submitted and answered,
together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each such submission also, a
“Rating Agency Inquiry”) to the applicable Master Servicer for loan-level reports and other related
information. Upon receipt of a Rating Agency Inquiry for the applicable Master Servicer or the applicable Special Servicer,
the 17g-5 Information Provider shall forward the Rating 


 






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Agency
Inquiry to the appropriate person (in the case of the General Master Servicer to the following:
RAInvRequests@wellsfargo.com; and, in the case of the NCB Master Servicer to the following: WFCM2016C32@ncb.com), in each
case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry
from the 17g-5 Information Provider, the applicable Master Servicer or the applicable Special Servicer, as the case may be,
unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate
Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt
of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating
Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an
inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s
Website. If the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer determines, in
its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law,
the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or
is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work
product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Certificate Administrator, such Master Servicer or such Special Servicer, as
applicable, and (B) the Certificate Administrator, such Master Servicer or such Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that
the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as
Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required
to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination.
The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered
to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for the
failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool
shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool
will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the
Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in the
Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information
Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its
sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will
not reflect questions, answers and other communications that are not submitted via the 17g-5 Information
Provider’s Website.


 


Section 4.08      Secure Data Room. (a)  The Certificate Administrator shall create a Secure Data Room and the Depositor
shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing
Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been
uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, 


 






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the
Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure
Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset
Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence
of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form
of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted
electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders be
permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no
obligation to post any documents or information to the Secure Data Room other than the contents of the Diligence Files
initially delivered to it by the Depositor.


 


(b)           The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)            Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the applicable Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the applicable Special Servicer may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction,
the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination
of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the
Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted
files.


 


[End of Article IV]


 






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Article V



THE CERTIFICATES


 


Section 5.01     The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as
Exhibits A-1 through and including A-3, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be
necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and
in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A Certificates) will be
issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples
of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class X-E, Class X-F, Class X-G, Class R
and Class V Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less
than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount,
as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may
be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes
the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the
largest integral multiple of $1.00 that does not exceed such amount. The Class R and Class V Certificates shall be issued,
maintained and transferred in minimum percentage interests of 10% of such Class R or Class V Certificates and in integral
multiples of 1% in excess thereof.


 


(b)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02     Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of Rialto CMBS VIII, LLC) is to be made
in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)          Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under







 






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the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers
of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian,
for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated
agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later
of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in
each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an
interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a
beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of
the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S
Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)          Certificates
of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall
be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered
in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 






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(c)          Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form
of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the
name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry
Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall only
be in the form of Definitive Certificates.


 


(d)          Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon
surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions
borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive
Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class
of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on
the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein,
all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


Section 5.03     Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the


 






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aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the
Master Servicers and the Special Servicers any notices from the Certificateholders. No fee or service charge shall be imposed by
the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other than
Definitive Certificates) referred to in this Section 5.03.


 


(b)          Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time
during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary
Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount
equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to
be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto
given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be
exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent
member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


 


(d)          Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted


 






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Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate,
such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an
equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of
Exhibit J hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates
in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under
the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate
Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)          Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest
in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information regarding the


 






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participant
account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S
Book-Entry Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with
respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A
Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto given by
the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S
Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate
is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of
Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer
(an “Investment Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the
requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause
to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S
Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a
certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate
initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by
Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate
Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear
or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange
of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate,
the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the
Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate
to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein,
the Temporary Regulation S Book-Entry


 






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Certificate, and the Certificates evidenced thereby, shall in all respects be entitled
to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate
authenticated and delivered hereunder.


 


(g)          Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R
Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the
applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form
of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.
Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the
Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in
any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)           Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 






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(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to
transfers made pursuant to the provisions of subsection (e) above.


 


(k)          If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)           All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)         With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall
have received either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially
in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not and will
not be (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975
of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33)
of ERISA) for which no election has been made under Section 410(d) of the Code or any other plan subject to any federal, state
or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (including
an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company
using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance
company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not result in a non-exempt
violation of Similar Law) or (ii) if such Certificate is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a
non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicers,
the Special Servicers, the Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those
set forth in the Agreement. The Trustee and


 






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Certificate Administrator shall not register the sale, transfer, pledge or other disposition
of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter
described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, either Master Servicer,
either Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor
or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not and will not
become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition
of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975
of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be deemed absolutely
null and void ab initio, to the extent permitted under applicable law.


 


(n)          No
Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee that is
or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each
prospective transferee of a Class R or Class V Certificate shall deliver to the transferor and the Certificate Administrator
a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not
and will not become a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer
in violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported
transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)           Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire
or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that
is not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change
in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and


 






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such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed
Transfer of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require
the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed
transferor, an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the
proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed
transferee understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows
generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual
Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership
Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual
Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual
knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide
by the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the
“Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is
not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in its
Transferee Affidavit are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 






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(o)          The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments made or received under the Class A-3FL Swap Contract and payments to Certificateholders and other payees of interest
or original issue discount that the Certificate Administrator reasonably believes are applicable under the Code. The consent of
Certificateholders or payees shall not be required for such withholding, and the Certificateholders shall be required to provide
the Certificate Administrator with such forms and such other information reasonably required by the Certificate Administrator.
If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the
amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this
Agreement.


 


No transfer of any definitive
Class A-3FL Certificate presented or surrendered for registration of transfer or exchange shall be made unless the transfer or
exchange is accompanied by a written instrument of transfer and accompanied by Internal Revenue Service Form W-8ECI, W-8BEN, W-8BEN-E,
W-8IMY (and all appropriate attachments) and/or W-9, as appropriate, in form satisfactory to the Certificate Administrator, duly
executed by such Certificateholder or his attorney duly authorized in writing (with copies sent directly from such Certificateholders
to the Swap Counterparty).


 


Section 5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05     Persons Deemed Owners. The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Certificate Registrar
or any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent
that a party to this Agreement responsible for distributing any report, statement or other information required to be


 






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distributed
to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 


Section 5.06     Access to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The Certificate
Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and
addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in
writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate,
agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the
list of the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicers, the
Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list
of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)          (i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance
with Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution
Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include
the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request,
(b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate
Administrator shall not have any obligation to verify the


 






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information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office
for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


Section 5.08     Appointment
of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially appointed Certificate
Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee
shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations
of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)          The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)           The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 






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Section 5.09     Exchange
of Class A-3FL Certificates for Class A-3FX Certificates.


 


(a)          A
Certificateholder or a Certificate Owner of an interest in the Class A-3FL Certificates, upon written request made to the Certificate
Administrator and the Certificate Registrar in the manner set forth in clause (iv) below, may exchange its interest therein
for an interest in the Class A-3FX Certificates, having the same Certificate Balance as the interest being exchanged; provided
that the following conditions are satisfied:


 


(i)           such
exchange is for a Certificate Balance of not less than $5,000,000 and in integral multiples of $1 in excess thereof;


 


(ii)          the
Certificateholder or Certificate Owner desiring to effect such exchange delivers to the Certificate Administrator and the Certificate
Registrar (A) the written consent (which such consent may be given or withheld at such party’s sole discretion; without limiting
the generality of the foregoing, each of the Depositor and the Swap Counterparty may require, as a condition to its consent, that
such Certificateholder or Certificate Owner pay any costs associated with its review of the proposed exchange, including without
limitation the fees and expenses of its counsel) of the Swap Counterparty and the Depositor with respect to such exchange and (B)
the written agreement of such Certificateholder or Certificate Owner and Swap Counterparty that all amounts to be paid by any such
party to another in respect of such exchange have been paid;


 


(iii)         such
Certificateholder or Certificate Owner complies with all of the requirements set forth in Section 5.03 for Transfers of
interests that apply to such exchange (had such exchange been a Transfer of interests in the same Class of Certificates) (including
delivery to the Certificate Administrator and the Certificate Registrar of such certifications, orders and instructions required
thereunder for the particular Transfer);


 


(iv)         the
Certificateholder or Certificate Owner provides the Certificate Registrar, the Depositor, the Underwriters, the Certificate Administrator
and the Swap Counterparty (with a copy to the Rating Agencies) a “Notice of Exchange of Class A-3FL Certificates for Class
A-3FX Certificates” (each, a “Class A-3FL Exchange Notice”), substantially in the form attached hereto
as Exhibit TT by electronic mail at cts.cmbs.bond.admin@wellsfargo.com, and indicating its intent to conduct an exchange,
in compliance with the requirements set forth in the immediately following paragraph;


 


(v)          with
respect to any exchange of Class A-3FL Certificates that would cause the Original Certificate Balance of the Class A-3FL Certificates
to be less than or equal to $20,000,000 immediately following such contemplated exchange, such Certificateholder or Certificate
Owner delivers evidence satisfactory to the Depositor and Certificate Administrator that 100% of the Holders of the Class A-3FL
Certificates, have consented to such contemplated exchange; and


 



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(vi)         if
the Depositor requests that the Certificateholder obtain a Rating Agency Confirmation (and the Depositor provides prior written
notice to the Certificate Administrator of such request), such Certificateholder shall obtain and deliver such Rating Agency Confirmation
to the Depositor and the Certificate Administrator with respect to the Class A-3FX Certificates, based on their Certificate Balance
that would be in effect immediately upon the exchange, which confirmation indicates an investment-grade rating.


 


(b)          Subject
to the Certificate Registrar’s approval, the proposed effective date of the exchange (for the purposes of this Section
5.09, each, a “Class A-3FL Exchange Date”) may take place on any Business Day other than the first or last
business day of the month, but no later than 12:00 noon (New York City time) on the Record Date in the month immediately preceding
the month in which the Certificateholder or Certificate Owner intends to receive the first distribution after giving effect to
such exchange. The Class A-3FL Exchange Notice must be delivered to the Certificate Administrator and the Certificate Registrar
at least three (3) Business Days prior to the proposed Class A-3FL Exchange Date and must carry a medallion stamp guarantee. Such
notice shall also include the written consent of the Swap Counterparty and the Depositor and the written agreement of the Swap
Counterparty and the Certificateholder or Certificate Owner required pursuant to Section 5.09(a)(ii) and a copy of the Class
A-3FL Exchange Notice described in Section 5.09(a)(iv) above, as applicable. After receiving such notice and agreement and
the Class A-3FL Exchange Notice described in Section 5.09(a)(iv) above, as applicable, the Certificate Registrar shall send
by electronic mail to the Certificateholder or Certificate Owner wire payment instructions relating to the Floating-to-Fixed Exchange
Fee (as defined below). A Class A-3FL Exchange Notice shall become irrevocable on the 2nd Business Day before the proposed Class
A-3FL Exchange Date. Notwithstanding anything to the contrary herein, in connection with each exchange, a fee of $5,000 (the “Floating-to-Fixed
Exchange Fee”) shall be payable by the Certificateholder or Certificate Owner requesting such exchange to the Certificate
Registrar by no later than the applicable Class A-3FL Exchange Date and as a condition to the consummation of such exchange. Within
five (5) Business Days of the consummation of such exchange, the Certificate Registrar shall provide notice of such exchange to
the Certificate Administrator, the Depositor, the Master Servicers, the Special Servicers and the Trustee (with copies of any supporting
documentation).


 


(c)          Upon
satisfaction of the conditions set forth in Section 5.09(a) and Section 5.09(b), the Certificate Registrar shall:
(i)(A) if the interest in the Class A-3FL Certificate being surrendered in the exchange is a Book-Entry Certificate, subject to
and in accordance with the applicable procedures of the Depository (if applicable), reduce the denomination of such Certificate
and make a corresponding notation to that effect on the Certificate or (B) if the interest in the Class A-3FL Certificate being
surrendered in the exchange is in the form of a Definitive Certificate, cancel such Definitive Certificate and cause a new Definitive
Certificate in the amount of any remaining denomination to be executed, authenticated and delivered in accordance with this Agreement
to the related Certificateholder, and (ii)(A) if the interest in the Class A-3FX Certificate being acquired in the exchange is
a Book-Entry Certificate, subject to and in accordance with the applicable procedures of the Depository (if applicable), increase
the denomination of such Certificate and make a corresponding notation to that effect on the Certificate or (B) if the interest
in the Class A-3FX Certificate being acquired


 



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in the exchange is in the form of a Definitive Certificate, cause a Definitive Certificate
of such Class and in a denomination equal to the reduction in the denomination of Class A-3FL Certificates, as applicable, to be
executed, authenticated and delivered in accordance with this Agreement to such Certificateholder or Certificate Owner. The Certificate
Administrator shall make the first distribution on an exchanged Certificate on the Distribution Date in the month following the
applicable Class A-3FL Exchange Date. Additionally, if any such exchange relates to the entire outstanding Certificate Balance
of the Class A-3FL Certificates, as the case may be, then, subject to the satisfaction of all of the exchange conditions set forth
in this Section 5.09, the Certificate Administrator and the Swap Counterparty will terminate the Class A-3FL Swap Contract,
effective as of the applicable Class A-3FL Exchange Date.


 


(d)         In
no event shall the Certificate Administrator be required to pay any amount to any Person in respect of any exchange of an interest
in the Class A-3FL Certificates for an interest in the Class A-3FX Certificates, nor shall the Trust or Trust Fund be required
to make any such payment.


 


Section
5.10     Voting Procedures. With respect to any matters submitted to Certificateholders for a
vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be
administered in accordance with the following procedures, unless different procedures are otherwise described herein with
respect to a specific vote:


 


(a)          Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder.


 



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Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
CERTIFICATEHOLDER


 


Section 6.01     Representations,
Warranties and Covenants of the Master Servicers, Special Servicers, the Operating Advisor and the Asset Representations Reviewer. (a)
 Each of the Master Servicers, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit
and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each
Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and


 



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the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)         No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)        The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 



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(viii)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


(b)          Each
of the Special Servicers, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           The
Special Servicer is (A) in the case of the General Special Servicer, a limited liability company, duly organized, validly existing
and in good standing under the laws of the State of Delaware and (B) in the case of the NCB Special Servicer, a national banking
association duly organized, validly existing and in good standing under the laws of the United States and in each case, the Special
Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform
its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and


 



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(B)  general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)         No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)        The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer, each Special Servicer,
as of the Closing Date, that:


 


(i)           The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would


 






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constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)         The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor, which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this
Agreement; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained


 



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would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder.


 


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, each Master Servicer, each Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and adversely
affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial
condition;


 


(iii)         The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)          The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 



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(vi)         No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)        The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)         The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which
materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such
breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02     Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special
Servicers and the Asset Representations Reviewer. The Depositor, each Master Servicer, the Operating Advisor, each
Special Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the
respective obligations specifically imposed upon and undertaken by the Depositor, such Master Servicer, the Operating
Advisor, such Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03     Merger,
Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset
Representations Reviewer. (a)  Subject to subsection (b) below, each of the Depositor, the Master Servicers and
the Special Servicers will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which qualification is or


 



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shall be necessary to protect
the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform
its respective duties under this Agreement.


 


(b)          Each
of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to
all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the
case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, a Master
Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, such Master Servicer, such Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of a Master Servicer or a Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, a Master Servicer, a Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if a Master Servicer, a Special Servicer or the Operating Advisor
enters into a merger and such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, is the surviving
entity under applicable law, such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, shall not, as
a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates
or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for
so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if such Master Servicer, such Special Servicer or the Operating Advisor
notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies such Master Servicer,
such Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under
any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be
an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity.


 



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Notwithstanding the
foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain a Master Servicer, a Special Servicer or Operating
Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to
the extent (i) such Master Servicer, such Special Servicer or Operating Advisor, as applicable, is the surviving entity of such
merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If,
within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,
as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify such
Master Servicer or such Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the
applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner
set forth in Section 7.01.


 


(i)           The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)          Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed
all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section 6.04     Limitation
on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer
and Others. (a)  None of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors,
officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust,
the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect
the Depositor, either Master Servicer (including in its capacity as Companion Paying Agent, if applicable), either Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of


 



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warranties or representations made herein or any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder,
member, manager, employee or agent of the Depositor, a Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors,
officers, shareholders, members, managers, employees or agents of any of the foregoing may rely on any document of any kind which,
prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the
Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Asset Representations
Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement,
the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically required
to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made
by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or
duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any
of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection with any violation
by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable
court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian, Certificate Registrar
and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood
of such loss or damage and regardless of the form of action. Each of the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor conclusively
may rely on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement
and reasonably believed or in good faith believed by the applicable Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine
and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)          None
of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers,
the Operating Advisor and the


 



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Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicers, the Special Servicers, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if
amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          Each
of the Master Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer(s)
(including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicers or in the case of the
other Master Servicer), the Special Servicer(s) (in the case of the Master Servicers or in the case of the other Special Servicer)
and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of such Master Servicer or such Special Servicer, as the case may be, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by such Master Servicer or such Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by such
Master Servicer or such Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall immediately notify the applicable Master Servicer or the applicable
Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the applicable Master Servicer or the applicable Special Servicer, as the case
may be, shall assume


 



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the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless such Master Servicer’s or such Special Servicer’s,
as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or
as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate
Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the applicable
Master Servicer, the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may
be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the
Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, such Master
Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


 


(e)          The
Depositor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made


 



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herein;
provided that such indemnity shall not cover indirect or consequential damages. The applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the
case may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon
the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including in
its capacity as Companion Paying Agent, if applicable) or such Special Servicer, as the case may be) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 


(f)           The
Operating Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor,
as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense
of such claim (with counsel reasonably satisfactory to such Master Servicer (including in its capacity as Companion Paying Agent),
such Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 



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(h)          The
Asset Representations Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset
Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)           The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor,
Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders, members,
managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified by
the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan
and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of either Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


(j)           For
purposes of this Section 6.04 and Section 11.12, a Master Servicer or Special Servicer, as the case may
be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if such Master


 



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Servicer or such
Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because such Master Servicer or such
Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or
potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code (for which determination such Master Servicer and such Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05     Depositor, Master Servicers and Special Servicers Not to Resign. Subject to the
provisions of Section 6.03, None of the Master Servicers or the Special Servicers shall resign from their
respective obligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties
hereunder are no longer permissible under applicable law or (b) in the case of a Master Servicer or a Special Servicer, upon
the appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning Master
Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any
such determination permitting the resignation of such Master Servicer or such Special Servicer pursuant to clause
(a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to
the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless
applicable law requires the resignation of such Master Servicer or such Special Servicer (as the case may be) to be effective
immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by such
Master Servicer or such Special Servicer under clause (a) above shall become effective until the Trustee or a successor
master servicer or special servicer, as applicable, shall have assumed such Master Servicer’s or such Special
Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such
resignation by such Master Servicer or such Special Servicer shall become effective until the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been
completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or
resignation of such Master Servicer or such Special Servicer, pursuant to this Section 6.05, such Master Servicer
or such Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or
special servicer with respect to this Section 6.05; provided that, such successor master servicer or
special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective
Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is
approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all
reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee
and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except
as provided in Section 7.01(c), in no event shall such Master Servicer or such Special Servicer have the right to
appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is
terminated or removed pursuant to Section 7.01.


 



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Section
6.06     Rights of the Depositor in Respect of the Master Servicers and the Special
Servicers. The Depositor may, but is not obligated to, enforce the obligations of either Master Servicer and either
Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of either Master Servicer and either Special Servicer hereunder or exercise the rights of either Master Servicer
or either Special Servicer, as applicable, hereunder; provided, however, that the Master Servicers and the
Special Servicers shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the
Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by
either Master Servicer or either Special Servicer and is not obligated to supervise the performance of the Trustee, the
Master Servicers, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section
6.07     The Master Servicers and the Special Servicers as Certificate Owner. Either Master
Servicer, either Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry
Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of
“Certificateholder”) the same rights it would have if it were not a Master Servicer, a Special Servicer or
an Affiliate thereof.


 


Section
6.08     The Directing Certificateholder. (a)  Other than with respect to any Serviced
AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal
Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be
entitled to advise (1) the applicable Special Servicer with respect to all Specially Serviced Loans and any Non-Specially
Serviced Loan that is a Non-WFB Mortgage Loan with respect to matters involving a Major Decision processed by such Special
Servicer (other than, in each case, any Excluded Loan), (2) the applicable Special Servicer with respect to Non-Specially
Serviced Loans other than any Excluded Loan, as to all matters for which the applicable Master Servicer must obtain the
consent or deemed consent of such Special Servicer, and (3) the applicable Special Servicer with respect to all Mortgage
Loans other than any Excluded Loan, for which an extension of maturity is being considered by such Special Servicer or by the
applicable Master Servicer subject to consent or deemed consent of such Special Servicer, and notwithstanding anything herein
to the contrary, except as set forth in, and in any event subject to the second and third paragraphs of this Section 6.08,
(i) with respect to a Mortgage Loan (to the extent the applicable Master Servicer is responsible for processing any such
action as described in the immediately succeeding paragraph), the applicable Master Servicer, shall not be permitted to take
any of the following actions (each a “Major Decision”), irrespective of whether any such Major Decision
constitutes a “Major Decision” under, and as defined in, the related Intercreditor Agreement, unless it has
obtained the consent or deemed consent of the applicable Special Servicer (provided that such consent shall be
deemed given (unless earlier objected to by the applicable Special Servicer) fifteen (15) Business Days after such Special
Servicer’s receipt of the applicable Master Servicer’s written recommendation and analysis with respect to such
Major Decision and all information reasonably requested by such Special Servicer, and reasonably available to the applicable
Master Servicer, in order to grant or withhold such consent and (ii) with respect to any Mortgage Loan (other than any
Non-Serviced Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has
occurred and is continuing, such Special Servicer shall not be permitted to take any of the following actions (to the extent
such Special Servicer is responsible for processing any such action as described in the


 






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immediately succeeding paragraph)
(and shall not be permitted to consent to the applicable Master Servicer’s taking any of the following actions (to the extent
such Master Servicer is responsible for processing any such action as described in the immediately succeeding paragraph) as to
which the Directing Certificateholder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to
clause (xi) below) after the Directing Certificateholder’s receipt of such Special Servicer’s written recommendation
and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to such Special
Servicer, in order to grant or withhold such consent (provided that if such written objection has not been received by such
Special Servicer within such ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder will be deemed
to have approved such action):


 


(i)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Specially Serviced 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 Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
or Serviced Whole Loan;


 


(iii)        following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)        any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the applicable Special Servicer is permitted to sell in accordance
with this Agreement, in each case, for less than the applicable Purchase Price;


 


(v)         any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material
located at an REO Property;


 


(vi)        any
release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan
or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan documents
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 Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor, other than any waiver of a “due-on-encumbrance” clause pertaining to an NCB
Co-op Mortgage Loan with respect to subordinate financing


 



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as to which the NCB Subordinate Debt Conditions have been satisfied or
the incurrence of additional indebtedness by an NCB Co-op Mortgage Loan;


 


(viii)       any
property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000 and
other than with respect to an NCB Co-op Mortgage Loan), including, without limitation, approval of the termination of a manager
and appointment of a new property manager, or franchise changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan for which the lender is required to consent or approve such changes under the Mortgage Loan documents);


 


(ix)         other
than with respect to any NCB Co-op Mortgage Loan, releases of any material amounts from escrow accounts, reserve accounts or letters
of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan and for which there is no lender discretion and other than
those that are permitted to be undertaken by the applicable Master Servicer without the consent of the applicable Special Servicer
pursuant to Section 3.18(m);


 


(x)          any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xi)         any
determination of an Acceptable Insurance Default;


 


(xii)        any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance
or attornment agreement in connection with any lease, at a Mortgaged Property if (A) the lease is of an outparcel or affects an
area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements at the Mortgaged Property and
(II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either is not a routine leasing
matter or such transaction relates to a Specially Serviced Loan; provided that if lender consent is not required for such
transaction pursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;


 


(xiii)       any
modification, amendment, consent to a modification or waiver of any material term of any Intercreditor Agreement, co-lender or
similar agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage
Loan or Whole Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto; provided,
however, that any such modification or amendment that would adversely impact the applicable Master Servicer shall additionally
require the consent of such Master Servicer as a condition to its effectiveness; and


 


(xiv)       any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval


 



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is required under the related Mortgage Loan documents, other than requests to incur subordinate
debt on any NCB Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied;


 


provided, however, that notwithstanding
the foregoing, solely with respect to determining whether the applicable Master Servicer or the applicable Special Servicer will
process any of the matters listed in items (i) through (xiv) above and with respect to a Non-WFB Mortgage Loan, “Major Decision”
will not include any matter listed in items (i) through (xiv) above with respect to such a Non-WFB Mortgage Loan if the applicable
Master Servicer and the applicable Special Servicer have mutually agreed that the applicable Master Servicer will process such
matter with respect to such Mortgage Loan; provided, further, however, that, in the event that the applicable
Special Servicer or applicable Master Servicer (in the event the applicable Master Servicer is otherwise authorized by this Agreement
to take such action), as the case may, determines that immediate action, with respect to the foregoing matters, or any other matter
requiring consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event in
this Agreement (or any matter requiring consultation with the Directing Certificateholder or the Operating Advisor), is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans)), the applicable Special Servicer or the applicable Master Servicer, as the case may be,
may take any such action without waiting for the applicable Special Servicer’s (in the case of the applicable Master Servicer)
or the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder or the
Operating Advisor, as the case may be); provided that the applicable Special Servicer or the applicable Master Servicer,
as the case may be, provides the Special Servicer (in the case of the applicable Master Servicer) or the Directing Certificateholder
(or the Operating Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation
of the basis therefor. The applicable Special Servicer is not required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions after the occurrence and during the continuance of a Control Termination Event; provided,
however, that, after the occurrence and during the continuance of a Control Termination Event but, with respect to the Directing
Certificateholder only, prior to the occurrence of a Consultation Termination Event, the applicable Special Servicer shall consult
with the Directing Certificateholder in connection with any Major Decision not relating to any Excluded Loan (and any other actions
which otherwise require consultation with the Directing Certificateholder prior to a Consultation Termination Event hereunder)
and consider alternative actions recommended by the Directing Certificateholder, in respect thereof. In the event the applicable
Special Servicer receives no response from the Directing Certificateholder within 10 Business Days following its written request
for input on any required consultation, the applicable Special Servicer shall not be obligated to consult with the Directing Certificateholder
on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond
shall not relieve the applicable Special Servicer from consulting with the Directing Certificateholder on any future matters with
respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. In
addition, after a Control Termination Event, the applicable Special Servicer will also be required to consult with the Operating
Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation with the Operating
Advisor after the


 



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occurrence and during the continuance of a Control Termination Event hereunder) and consider alternative actions
recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In
the event that such Special Servicer receives no response from the Operating Advisor within 10 Business Days following the later
of (i) its written request for input on any required consultation and (ii) delivery of all such additional information reasonably
requested by the Operating Advisor related to the subject matter of such consultation, such Special Servicer shall not be obligated
to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating
Advisor to respond on any specific matters shall not relieve such Special Servicer from its obligation to consult with the Operating
Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is
continuing), such Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at the conclusion of
the immediately preceding paragraph, (a) the applicable Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to (i) any Specially Serviced Loan and (ii) any Non-Specially Serviced Loan that is
a Non-WFB Mortgage Loan (unless the applicable Master Servicer and applicable Special Servicer have mutually agreed to have the
applicable Master Servicer process such request) and (b) the applicable Master Servicer shall process all requests for any matter
that constitutes a “Major Decision” with respect to (i) any Non-Specially Serviced Loan that is a WFB Mortgage Loan
and (ii) any Non-Specially Serviced Loan that is a Non-WFB Mortgage Loan if the applicable Master Servicer and the applicable Special
Servicer have mutually agreed to have the applicable Master Servicer process such request. Upon receiving a request for any matter
that constitutes a Major Decision (without regard to the first proviso set forth at the conclusion of the immediately preceding
paragraph), except with respect to any such request relating to a Non-Specially Serviced Loan that is a WFB Mortgage Loan, the
applicable Master Servicer shall forward such request to the applicable Special Servicer and, unless such Master Servicer and such
Special Servicer mutually agree that such Master Servicer will process such request, such Special Servicer will be required to
process such request and such Master Servicer will have no further obligation with respect to such request or the related Major
Decision.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer
with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the applicable
Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the applicable
Master Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan or


 



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related Intercreditor Agreement
or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced
Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation of
either Master Servicer and either Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicers,
the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of either Master Servicer or either Special Servicer,
as applicable, hereunder or cause either Master Servicer or either Special Servicer, as applicable, to act, or fail to act, in
a manner which in the reasonable judgment of the applicable Master Servicer or the applicable Special Servicer, as the case may
be, is not in the best interests of the Certificateholders.


 


In the event a Special
Servicer or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice
from the Directing Certificateholder, would cause such Special Servicer or such Master Servicer, as applicable, to violate the
terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, such Special
Servicer or such Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by such Master Servicer or such Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of such Master Servicer or such
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 



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Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under
the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct any
action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to
receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the applicable Master Servicer,
applicable Special Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with
respect to any Excluded Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein;
and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing
Certificateholder shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports
or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights
as Directing Certificateholder.


 


[End of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master Servicers and Special Servicers Termination.
(a)  “Servicer Termination Event”, wherever used herein, means, with respect to either Master
Servicer or either Special Servicer, any one of the following events:


 



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(i)           (A)
any failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by such Master Servicer to deposit into, or remit to the Certificate Administrator for
deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00
a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)          any
failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the applicable Master Servicer for deposit into the applicable Collection Account or any other required
account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the time specified
by, the terms of this Agreement; or


 


(iii)         any
failure on the part of such Master Servicer or such Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty
(30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of such Master Servicer’s or such Special Servicer’s obligations, as the case may be, contemplated by Article XI,
(B) fifteen (15) days in the case of such Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days
in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given (A) to such Master Servicer or such Special
Servicer, as the case may be, by any other party hereto, or (B) to such Master Servicer or such Special Servicer, as the case may
be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than 25% of all Voting
Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by the related
Serviced Companion Noteholder; provided, however, if such failure is capable of being cured and such Master Servicer
or such Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30)
days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting; or


 


(iv)         any
breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests
of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall
have been given to such Master Servicer or such Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to such Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator and


 



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the Trustee
by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however, that
if such breach is capable of being cured and such Master Servicer or such Special Servicer, as the case may be, is diligently pursuing
such cure, such 30-day period will be extended an additional thirty (30) days; or


 


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


 


(vi)         such
Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or
relating to such Master Servicer or such Special Servicer, as the case may be, or of or relating to all or substantially all of
its property; or


 


(vii)        such
Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)       any
of Moody’s, DBRS or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency)
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or classes of Serviced
Pari Passu Companion Loan Securities, or (B) placed one or more Classes of Certificates or classes of Serviced Pari Passu Companion
Loan Securities on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn within sixty (60) days) and, in the case of either
of clauses (A) or (B), publicly citing servicing concerns with such Master Servicer or such Special Servicer, as
applicable, as the sole or a material factor in such rating action.


 


(b)          If
any Servicer Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes of this Section 7.01(b),
the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so long as such
Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of ((i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
(solely with respect to the Special Servicers) or the Holders of Certificates entitled to more than 50% of the Voting Rights, the
Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of such


 



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Master Servicer or such Special Servicer,
as the case may be, upon five (5) Business Days’ written notice if there is a Servicer Termination Event under clause
(A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to the Affected Party, with a copy of
such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than
as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled
to the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under
this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice
except as otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee with respect to a termination of such Master Servicer or such Special Servicer pursuant to
and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other
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.
Such Master Servicer and such Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it to assume such Master Servicer’s or such
Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination
of such Master Servicer’s or such Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11
and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee
for administration by it of all cash amounts which shall at the time be or should have been credited by such Master Servicer to
its Collection Account or any Servicing Account (if it is the Affected Party), by such Special Servicer to the REO Account (if
it is the Affected Party) or thereafter be received with respect to the applicable Mortgage Loans or any REO Property (provided,
however, that such Master Servicer and such Special Servicer each shall, if terminated pursuant to this Section 7.01(b)
or pursuant to Section 7.01(d) (with respect to such Special Servicer), continue to be entitled to receive all amounts
accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the
case of such Special Servicer or such Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers,
members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11
and Section 6.04 notwithstanding any such termination).


 


(c)          If
a Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), such Master Servicer shall have a forty-five (45) day period after such notice in which to find
a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and Section 7.02
and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five
(45) day period such Master Servicer may continue to serve as such Master Servicer hereunder. In the event that such Master Servicer
is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to


 



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assume the duties of such
Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of such Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the General Special Servicer shall occur and be continuing that affects the Holder
of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not otherwise terminated, the Holder
of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer with respect to the related Serviced
Pari Passu Whole Loan. Any General Special Servicer appointed to replace the General Special Servicer with respect to a Serviced
Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion
Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion
Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the
eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the
provisions of Section 7.02. Any appointment of a replacement General Special Servicer in accordance with this paragraph
shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment
or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related
Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)             Subject
to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement at any time
prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, the Directing
Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of such Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to such Special Servicer, the Master Servicers, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d).
Upon a termination of such Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall
appoint a successor special servicer to assume the duties of such Special Servicer hereunder; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating
Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of such Special Servicer
shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 



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After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates requesting a
vote to replace such Special Servicer with a new special servicer designated in such written direction to assume the duties of
such Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
(including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection
with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate
Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained
at the expense of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request
on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, and conduct
the solicitation of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty (180) days of the
posting of such notice. Upon the written direction of Holders of Certificates evidencing at least 66-2/3% of a Certificateholder
Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of such Special Servicer under this Agreement
and appoint the successor special servicer to assume the duties of such Special Servicer (which must be a Qualified Replacement
Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date
Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website
and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing,
the Certificateholder’s direction to remove such Special Servicer shall not apply to any Serviced AB Whole Loan for which
the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the applicable
Special Servicer solely with respect to the related AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes the
Special Servicer) all of the responsibilities, duties and liabilities of such Special Servicer under this Agreement from and after
the date it becomes the Special Servicer as they relate to any AB Whole Loan pursuant to an assumption agreement reasonably satisfactory
to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory
to the Certificate Administrator to the effect that (x) the designation of such replacement to serve as Special Servicer is in
compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any AB Whole
Loan and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in
accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the


 



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related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a Special Servicer with respect to a Non-Serviced
Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will
be selected by the related Non-Serviced Trustee or, prior to a consultation termination event under the related Non-Serviced PSA,
by the related Non-Serviced Whole Loan Controlling Holder; provided, however, that any successor special servicer
appointed to replace such Special Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an
Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written
consent of the Directing Certificateholder.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that
a Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to such Special Servicer,
a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented from time to time
to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer to assume
the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such
regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt of Rating Agency Confirmation
from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i), the Trustee
shall (i) terminate all of the rights and obligations of such Special Servicer under this Agreement and appoint a successor special
servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such
termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel)
associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification
of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not
receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove such Special Servicer.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of such Special Servicer under this Agreement and to act as such Special Servicer’s successor hereunder.
Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of a


 



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Special Servicer
with respect to an AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal
Period under the related Intercreditor Agreement.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of a Special Servicer).


 


(e)          Each
Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency with respect to such Master
Servicer or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant
to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The operation of
this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)           Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a Serviced Companion Loan, the related
holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if such Master Servicer is not
otherwise terminated, or (2) if a Servicer Termination Event on the part of a Master Servicer affects only a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then such Master
Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any
Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced Companion Loan, such
Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any,
the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the
Directing Certificateholder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the
related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of a
Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning
Special Servicer shall select the related Excluded Special Servicer. Such Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the


 



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applicable Excluded
Special Servicer so long as the selected Excluded Special Servicer is a Qualified Replacement Special Servicer. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to
any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified
Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator
and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form
8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time a Special
Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer
be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related
Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole
Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as the case may be,
has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special
Servicer Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or the applicable Special Servicer,
as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02     Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or
a Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05
or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable
successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the
successor to such party, until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed
as provided in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d),
as applicable, in all respects in its capacity as such Master Servicer or such Special Servicer, as applicable, under this
Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the
rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities
and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master Servicer
or Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any failure to
perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to


 



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provide information or moneys required hereunder
shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect
any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment
of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior
to its termination as Special Servicer. The Trustee in its capacity as successor to a Master Servicer or a Special Servicer, as
the case may be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer,
respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or special
servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall
the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer
or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor
master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which
that Master Servicer would have been entitled to if such Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to such Special Servicer shall be entitled to the Special Servicing Fees to which such Special Servicer
would have been entitled if such Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of
a Master Servicer or a Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability
as such Master Servicer or such Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer,
as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall
be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to
so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with
respect to the Special Servicers) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in
writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan
servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to
that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of such Master Servicer or such Special Servicer hereunder. No appointment of a successor to such Master
Servicer or such Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to such Master
Servicer or such Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment
(solely with respect to the Special Servicers) has been approved (prior to the occurrence and continuance of a Control Termination
Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the


 



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Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Pending appointment of a successor to such Master Servicer or such Special Servicer
hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above
provided. In connection with such appointment and assumption of a successor to such Master Servicer or such Special Servicer as
described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage
Loans as it and such successor shall agree; provided, however, that no such compensation with respect to a successor
master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer
or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer(s) or the non-terminated Special
Servicer(s) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special
Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party
requesting such termination or the successor master servicer or special servicer for such expenses within 90 days after the presentation
of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer
or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated
Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have
an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination
without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein;
provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance
of doubt, if the Trustee is terminating a Master Servicer or a Special Servicer in accordance with this Agreement at the direction
of any party or parties permitted to direct the Trustee to so terminate such Master Servicer or such Special Servicer pursuant
to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section
7.03     Notification to Certificateholders. (a) Upon any resignation of a Master Servicer or
a Special Servicer pursuant to Section 6.05, any termination of a Master Servicer or a Special Servicer pursuant
to Section 7.01 or any appointment of a successor to a Master Servicer or a Special Servicer pursuant to Section 7.02,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 



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Section
7.04     Waiver of Servicer Termination Events. The Holders of Certificates representing at
least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event
hereunder may waive such Servicer Termination Event; provided, however, that a Servicer Termination Event under clause
(i), (ii) or (viii) of Section 7.01(a) may be waived only with the consent of all of the
Certificateholders of the affected Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a)
(with respect to obligations under Article XI) may be waived only with the consent of the Depositor. Upon any
such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the
Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection
with enforcement action taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such
waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to
the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer
Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they
would if any other Person held such Certificates.


 


Section
7.05     Trustee as Maker of Advances. In the event that a Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations
(x) within five (5) Business Days following such failure by a Master Servicer with respect to Servicing Advances resulting in
a Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee
has actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the
related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of
failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by
the Trustee, the Trustee shall succeed to all of such Master Servicer’s rights with respect to Advances hereunder,
including, without limitation, such Master Servicer’s rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance,
as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such Master
Servicer’s default in its obligations hereunder); provided, however, that if Advances made by the
Trustee and a Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid,
all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon,
prior to reimbursement of such Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any
notice given with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 






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Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01     Duties of the Trustee and the Certificate Administrator.
(a) The Trustee and the Certificate Administrator, prior to the
occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have
occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator
contained in this Agreement shall not be construed as a duty.


 


(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting to the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, a Master Servicer
or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to
this Agreement.


 


(c)          No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 






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(ii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)         Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the
Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section 8.02     Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)          The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties


 






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hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)        Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)         Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have
occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)        The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)       For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of
any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 






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(viii)      Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of a Master Servicer or a Special Servicer
(unless the Trustee is acting as a Master Servicer or a Special Servicer, as the case may be, in which case the Trustee shall only
be responsible for its own actions as a Master Servicer or a Special Servicer) or of the Depositor, the Operating Advisor or the
Asset Representations Reviewer; and


 


(ix)         Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct; and


 


(xi)         Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) Wells Fargo Bank, acting in a capacity that is unrelated to the transactions contemplated by
this Agreement, or (b) Wells Fargo Bank, acting in any other capacity hereunder, except, in the case of either clause (a) or clause
(b), where some or all of the obligations performed in such capacities are performed by one or more employees within the same group
or division of Wells Fargo Bank, or where the groups or divisions responsible for performing the obligations in such capacities
have one or more of the same Responsible Officers.


 


(xii)        Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.


 


(xiii)       Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03     Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of
the Trustee or the Certificate Administrator in Sections 2.01(h) and 2.04 and the signature, if any, of the
Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate, shall not be taken as the statements
of the Trustee or the Certificate Administrator, and the Trustee or the Certificate Administrator assume no responsibility
for their correctness. Neither the Trustee nor the


 






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Certificate Administrator makes any representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or the
Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither the Trustee nor the
Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates issued
to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of
the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Accounts or
any other account by or on behalf of the Depositor, the applicable Master Servicer, the applicable Special Servicer or in the
case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Depositor, the Master Servicers or the Special Servicers and accepted by the Trustee or the
Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04     Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity,
not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
either Master Servicer, either Special Servicer or the Underwriters in banking transactions, with the same rights it would have
if it were not Trustee or the Certificate Administrator.


 


Section 8.05     Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a) As compensation
for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring
and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee
Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan
and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to
the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from
time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner
as interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon
is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of
an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except
for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate
Administrator’s sole form of compensation for the exercise and performance of its powers and duties hereunder, except for
the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable
with respect to any Companion Loan.


 






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(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Accounts or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming the successor to the applicable Master Servicer or the applicable Special Servicer,
to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee
or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties
of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying
agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder;
provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified
Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses
or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal
course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions
hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability
or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the
Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii)
negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section
8.06     Eligibility Requirements for Trustee and Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times be, and will be


 






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required to resign if it fails to be,
(i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to
accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject
to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of
either Master Servicer or either Special Servicer (except during any period when the Trustee is acting as, or has become
successor to, the applicable Master Servicer or the applicable Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term
senior unsecured debt is rated at least “A2” by Moody’s, “A” by DBRS (or in the case of the
Trustee, a long-term unsecured debt rating of “A(low)” by DBRS if the General Master Servicer maintains a rating
of at least “A” by DBRS (provided that nothing in this parenthetical shall impose on either
Master Servicer any obligation to maintain such rating)) and, if rated by KBRA, “A” by KBRA; provided that
the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it
maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s, (b) its short-term debt
obligations have a short-term rating of not less than “P-2” from Moody’s and (c) each Master Servicer
maintains a long-term unsecured rating of at least “A2” by Moody’s; provided that nothing in this
proviso shall impose on either Master Servicer any obligation to maintain such rating; provided, further, that
if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which
may include Moody’s and/or KBRA) or such other rating with respect to which the Rating Agencies have provided a Rating
Agency Confirmation; provided, further, however, that if any such institution is not rated by KBRA, it
maintains an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and/or DBRS), or such
other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that is
not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs
from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a) The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, each Master Servicer, each Special Servicer and the Trustee or the Certificate
Administrator, as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to
all Certificateholders. The Certificate Administrator shall post such notice to the Certificate Administrator’s Website
in accordance with Section 3.13(b) and provide notice of


 






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such event to each Master Servicer, each Special Servicer,
the Depositor and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c). Upon receiving such notice of resignation, the Depositor
shall use its reasonable best efforts to promptly appoint a successor trustee or successor certificate
administrator acceptable to the General Master Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such
instrument shall be delivered to each Master Servicer, each Special Servicer, the Certificateholders and the Trustee or
Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have
been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the
resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a
successor trustee or certificate administrator, as applicable, and such petition will be an expense of the Trust.


 


(b)          If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or a Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee
or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to each Master
Servicer, each Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal,
the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to each Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, each


 






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Special Servicer and the remaining Certificateholders by the Master Servicers. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay
all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent
that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial
Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 or in blank, and (ii) in the case of the
other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee),
assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor
or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with any successor
trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the
order of the successor, as trustee for the registered Holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage
Pass-Through Certificates, Series 2016-C32


 






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or in blank; provided, however, that, notwithstanding anything to the
contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller
in order to comply with the foregoing, then the General Master Servicer shall use reasonable efforts to cause the related Mortgage
Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee,
the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor
trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with any successor trustee to ensure
that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review
the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage
Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment
cannot be made for any reason, to note the same in such certification.


 


(f)           Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08     Successor Trustee or Certificate Administrator. (a) Any successor trustee or
certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, each Master Servicer, each Special Servicer and to its predecessor Trustee or Certificate Administrator an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or
Certificate Administrator shall become effective and such successor trustee or certificate administrator without any further
act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The
predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at
Custodian’s option shall become the agent of the successor trustee), and the Depositor, the applicable Master Servicer,
the applicable Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights,
powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the General Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable,
to the Depositor and the Certificateholders. If the General Master Servicer fails to deliver such notice within ten (10) days after
acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee
or successor certificate


 






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administrator shall cause such notice to be delivered at the expense of the General Master Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into
which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any
Person resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be
a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the
Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided
that, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and shall provide notice of such event to each Master Servicer, each
Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any 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 Servicers and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to
act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicers and the Trustee may consider necessary or desirable. If the Master Servicers shall not have joined in such
appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event
shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section
8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or a Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 






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(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 Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage
Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage
File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator
hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation
of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment
of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian other than the
initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and
warrants to the Depositor, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, each Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as
of the Closing Date, that:


 


(i)          The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


 


(ii)         The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not


 






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violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)        The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)         The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)        No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section
8.13     Provision of Information to Certificate Administrator, Master Servicers and Special
Servicers. The applicable Master Servicer shall promptly, upon request, provide the applicable Special Servicer and the
Certificate Administrator with notice of any change in the identity and/or contact information of any Serviced Companion
Noteholder (to the extent it receives written notice of such change). The Certificate Administrator, the Master Servicers and
the Special Servicers may each conclusively rely on the information provided to


 






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them regarding identity and/or contact
information regarding any Serviced Companion Noteholder, and the Certificate Administrator, the Master Servicers and the
Special Servicers, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders
or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent
updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity
and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the
Certificate Administrator, the Master Servicers or the Special Servicers, as applicable.


 


Section
8.14     Representations and Warranties of the Certificate Administrator. The Certificate
Administrator hereby represents and warrants to the Depositor, each Master Servicer, each Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder, and the Trustee, for the benefit of the
Certificateholders, as of the Closing Date, that:


 


(i)           The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)          The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)       
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a
valid, legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in
accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors’ rights generally and the rights of creditors of national banking associations
specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the


 






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Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)        No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section 8.15     Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time
applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable
Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and the Master Servicers is required
to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with
the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicers, as applicable, arising out of the Trust
or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator,
each Special Servicer and each Master Servicer, upon its respective reasonable request from time to time such identifying information
and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator, each Special
Servicer and each Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01     Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section
9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator
(other than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as
hereafter set forth), the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders
of all amounts held by the Certificate Administrator and required hereunder to be so paid on the Distribution Date


 






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following
the earlier to occur of (i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO
Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the
Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time,
the other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the
aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause
(a)(2) to be conducted by an Independent MAI-designated appraiser selected by the applicable Special Servicer and
approved by the applicable Master Servicer and the Controlling Class), (3) the reasonable out-of-pocket expenses of the
Master Servicers with respect to such termination, other than in the case of a Master Servicer that is a purchaser of
such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property”
under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged
Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3)
above, minus (b) solely in the case where a Master Servicer is exercising such purchase right, the aggregate amount of
unreimbursed Advances, together with any interest accrued and payable to the applicable Master Servicer in respect of such
Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding
and payable solely to such Master Servicer (which items shall be deemed to have been paid or reimbursed to the applicable
Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates and the Class A-3FX Regular Interest (and, therefore, the
Class A-3FL and Class A-3FX Certificates) are no longer outstanding, the voluntary exchange by the Sole Certificateholder of
all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO
Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’s, living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates
and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class A-3FX Certificates) are no longer outstanding (and
provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other
than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicers,
to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans and each REO
Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In
the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class V and Class R Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the


 






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Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account of the General Master Servicer an amount in immediately available funds equal
to all amounts due and owing to the Depositor, the Master Servicers, the Special Servicers, the Trustee and the Certificate Administrator
hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account
acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution
Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection
Account. In addition, each Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution
Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final
distribution on the Certificates is to occur from its Collection Account pursuant to the first paragraph of Section 3.04(b)
(provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described
purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account).
Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the Class
V and Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from
the Master Servicers, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust
Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole
Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate
Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator
shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of this Section 9.01 by giving written notice to the Trustee, the Certificate Administrator, and the other parties hereto
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the
Controlling Class, either Special Servicer, either Master Servicer, or the Holders of the Class R Certificates may so elect to
purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in


 






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the Trust Fund only
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth
in the Preliminary Statement (in order to make such determination, the General Master Servicer may, at any time, request that
the NCB Master Servicer commence to periodically inform the General Master Servicer of the Stated Principal Balance of the NCB
Mortgage Loans and, commencing upon such request of the General Master Servicer, the NCB Master Servicer shall inform the General
Master Servicer (which may be through providing the General Master Servicer access to the NCB Master Servicer’s website)
of the Stated Principal Balance of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested by the
General Master Servicer of the NCB Master Servicer). This purchase shall terminate the Trust and retire the then-outstanding Certificates.
In the event that a Master Servicer or a Special Servicer purchases, or the Holders of the majority of the Controlling Class or
the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the applicable Master Servicer, the applicable Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be,
shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section
3.05(a), which portion shall be deposited in the Collection Account of the General Master Servicer). In addition, each Master
Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I
Advance Date from its Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts
on deposit in its Collection Account that would otherwise be held for future distribution, and the Certificate Administrator shall,
without duplication, pay to the Swap Counterparty, solely and to the extent available from the Class A-3FL Sub-Account, any Class
A-3FL Net Swap Payment as required by Section 3.34(c). Upon confirmation that such final deposits and payments have been
made, the Custodian shall release or cause to be released to the applicable Master Servicer, the applicable Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the
applicable Master Servicer, the applicable Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer of the Mortgage Loans is an asset
of the Trust) and REO Properties remaining in the Trust Fund. If the Holders of the majority of the Controlling Class, the General
Special Servicer, the NCB Special Servicer (if not then NCB), the General Master Servicer or the NCB Master Servicer (if not then
NCB) makes such an election, then NCB (so long as NCB is either the NCB Special Servicer or the NCB Master Servicer) will have
the option, by giving written notice to the other parties hereto no later than 30 days prior to the anticipated date of purchase,
to purchase all of the NCB Mortgage Loans and each related REO Property remaining in the Trust, and the other party will then
have the option to purchase only the remaining Mortgage Loans and each related REO Property.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC,


 






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then the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that
time, then the other Special Servicer, then the Master Servicer servicing the greater principal balance of the Mortgage Loans as
of that time, then the other Special Servicer, and then the Holders of the Class R Certificates. For purposes of this Section
9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf of the
Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder, the Swap Counterparty and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website
in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage
Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during
the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location
therein designated.


 


After transferring
the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to
the Regular Certificates and the Class A-3FX Regular Interest pursuant to Section 4.01(e) to the Upper-Tier REMIC
Distribution Account (and with respect to any amounts payable to the Class A-3FX Regular Interest, from the Upper Tier REMIC
Distribution Account to the Class A-3FX Regular Interest Distribution Account), in each case pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date,
the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i)
such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC
Distribution Account that are allocable to payments on the Class of Certificates so presented (or in the case of the Class
A-3FL or Class A-3FX Certificates if presented, the amounts then on deposit in the Class A-3FL Sub-Account after payment of
any Class A-3FL Net Swap Payment to the Swap Counterparty, or in the Class A-3FX Sub-Account, as applicable, as specified in Section
4.01(b) with respect to any amounts payable to the Class A-3FX Regular Interest from the Upper-Tier REMIC Distribution
Account to the Class A-3FX Regular Interest Distribution Account), (ii) to Holders of the Class V Certificates so presented,
any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be
distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts
transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final
Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR
Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(e) and 


 






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4.01(f).
Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the
Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of in
accordance with this Section 9.01 and Section 4.01(h).


 


Section
9.02     Additional Termination Requirements. (a) In the event a
Master Servicer or a Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R
Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in
accordance with the following additional requirements, which meet the definition of a “qualified liquidation” in
Section 860F(a)(4) of the Code:


 


(i) 
         the Certificate Administrator shall specify the date of adoption of the
plan of complete liquidation (which shall be the date of mailing of the notice specified in Section 9.01) in a
statement attached to each of the related Trust REMICs’ final Tax Returns pursuant to Treasury Regulations Section
1.860F-1;


 


(ii)         during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the applicable Master Servicer,
the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


 


(iii)         within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


(b)          In
the event the Trust Fund is to be terminated while the Class A-3FL Swap Contract is still in effect, the Certificate Administrator
shall promptly notify the Swap Counterparty in writing of the date on which the Trust Fund is to be terminated and that the notional
amount of the Class A-3FL Swap Contract will be reduced to zero on such date. Based on the date of termination, the Certificate
Administrator shall calculate the Class A-3FL Net Swap Payment, if any, as specified in Section 3.34, and prior to any final
distributions to the Holders of the Class A-3FL Certificates, pursuant to Section 9.01, shall pay such Class A-3FL Net Swap
Payment, Yield Maintenance Charges and Prepayment Premiums, if any, to the Swap Counterparty. In the event that any fees (including
termination fees) are payable to the Swap Counterparty in connection with such termination, such fees will be payable to the Swap
Counterparty solely from amounts remaining in the Class A-3FL Sub-Account, after all distributions to the Class A-3FL Certificates,
as applicable, are made pursuant to Section 9.01.


 


[End of Article IX]


 









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Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01     REMIC Administration. (a) The Certificate Administrator shall make elections or
cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and
Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the taxable year
ending on the last day of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For
the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates  and the Class A-3FX Regular Interest shall be designated as the “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in the
Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated as
the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicers, the Master
Servicers or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the
Code) in any Trust REMIC other than the foregoing interests.


 


(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Accounts as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of
the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of each Trust REMIC.
By their acceptance thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable designation of the Certificate
Administrator as the “representative” of each Trust REMIC within the meaning of Section 6223 of the Code, to the extent
such provision is applicable to the Trust REMICs, and (ii) the Holder of the largest Percentage Interest in the Class R Certificates
hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the duties of the “tax
matters person” for the Trust REMICs.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing


 






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such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor.


 


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)          The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicers nor the Special Servicers
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC
Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is
in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the
Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust, any Trust
REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 






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(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the related
REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the applicable Master Servicer such reserved amounts as the applicable
Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the applicable Master Servicer
shall withdraw from the applicable Collection Account sufficient funds to pay or provide for the payment of, and to actually pay,
such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator
from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement),
any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such
proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account,
the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution
to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid
in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or
local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to
the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier
Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and
then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c)
and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates (other than the Class A-3FL and
Class A-3FX Certificates) and the Class A-3FX Regular Interest, as applicable, in the manner specified in Section 4.01(a),
to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicers or the Special Servicers
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such
party.


 


(h)          The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 






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(j)           Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)          Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and the Class A-3FX Regular Interest and by which the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)           None
of the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable,
shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default
or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure
or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or
acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the applicable Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a)
affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to indemnify the
Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant
to the REMIC Provisions.


 


(m)          The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Class R
Certificateholder, past or present. Each Class R Certificateholder agrees, by acquiring such Certificate, to any such elections.


 


Section
10.02     Use of Agents. (a) The Trustee shall execute all of its obligations and duties
under this Article X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties
under this Article X either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of
its duties or obligations under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)          The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 






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Section
10.03     Depositor, Master Servicers and Special Servicers to Cooperate with Certificate
Administrator. (a) The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10)
days after the Depositor receives a request from the Certificate Administrator, all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the
Certificates.


 


(b)          The
Master Servicers and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04     Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint
at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on
behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be
terminated as REMIC Administrator.


 


(b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicers, the Special Servicers and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written


 






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notice of such appointment to the Master Servicers, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for
any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01     Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article
XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization
that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the
Commission. The Depositor shall not exercise its rights to request delivery of information or other performance under these
provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto
acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or
Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the Wells Fargo Commercial Mortgage Trust
2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, and any Other Securitization subject to Regulation
AB that includes a Serviced Companion Loan, each of the Master Servicers, the Special Servicers, the Operating Advisor, the
Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate
Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that
includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate
Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any
of its assignees or designees), any and all statements, reports, certifications, records and any other information (in
its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other
Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of
Regulation AB, together with such disclosures relating to the Master Servicers, the Special Servicers, the Operating Advisor,
the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any
Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably
believed by the Depositor or the related


 






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Other Depositor to be necessary in order to effect such compliance. Each party to
this Agreement shall have a reasonable period of time to comply with any written request made under this Section
11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow
the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has
an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not
be required to bring any legal action against such third party in connection with such obligation.


 


Section
11.02     Succession; Subcontractors. (a) As a condition to the
succession to either Master Servicer and either Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a
Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession
to the Certificate Administrator under this Agreement by any Person (i) into which the applicable Master Servicer and the
applicable Special Servicer, such Sub Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may
be appointed as a successor to the applicable Master Servicer and the applicable Special Servicer or to any such Sub-Servicer
or Certificate Administrator, the person removing and replacing a Master Servicer and a Special Servicer or Certificate
Administrator shall provide to the Depositor, the Master Servicers and the Special Servicers and the Certificate
Administrator, as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or
appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor of such
succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all
information relating to such successor reasonably requested by the Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act); provided, however that if disclosing such information prior to such effective date
would violate any applicable law or confidentiality agreement, the Master Servicers, the Special Servicers, any Additional
Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor no later than
the first Business Day after the effective date of such succession or appointment.


 


(b)          Each
of the Master Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator and
each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and
(ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such
Servicer shall (i) with respect to any such Subcontractor engaged by such


 






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Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any
Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for
using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such
Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment
of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section
11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian
shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)          In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to


 






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Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)          Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the applicable Master
Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with
its obligations under such Initial Sub-Servicing Agreement.


 


(f)      
    Any information furnished pursuant to this Section 11.02 shall also be provided, and subject
to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other
Certificate Administrator (to the extent the information relates to a party that services, specially services or is trustee
for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section
11.03     Filing Obligations. (a) The Master Servicers, the Special Servicers, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably
cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the
Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the
Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange
Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s
Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify
the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicers, the Certificate Administrator, the Operating
Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the
next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs
to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto
will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to
this


 






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Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.03
related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is
contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any
amendments to Form 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 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


Section
11.04     Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date
(subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of
the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any
disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional
Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent
such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be
required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the applicable Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit
BB shall be reported by the applicable Special Servicer to the applicable Master Servicer within four (4) calendar days after
the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except
with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii)
the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form
10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to
cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may instruct) or by facsimile
to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively
solicit or procure


 






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from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets
of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for,
a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer
and (iii) to the extent such information is provided to the Certificate Administrator by the applicable Master Servicer in the
form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances
of the REO Account (to the extent the related information has been received from the applicable Special Servicer within the time
period specified in this Section 11.04) and the Collection Accounts as of the related Distribution Date and as of the immediately
preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest
Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor
and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver
such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor
shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with
respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage Loan
and, to the extent such information is received by the Certificate Administrator from the applicable Master Servicer or the applicable
Special Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt
or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio
calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 






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The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section
11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary
to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating to the
reporting period in which such request was received (a “Special Notice”) disclosure regarding the request to
communicate, and such disclosure is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate
Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d)
a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 


(b)          After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will
follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each


 






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Form 10-D filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127 023, New
York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053 300, 301 South
College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to
this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)          Any
notice and/or information furnished pursuant to this Section 11.04 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


 


Section
11.05     Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of
the Trust (it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as
may be required by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2017, the
Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to
the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)          an
annual compliance statement for the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)          (A)          the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to


 






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remedy such
instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section 11.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report
is not included;


 


(iii)         (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)        a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile
to (410) 715 2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit
CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit
EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or


 






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proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor
shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing of a report on Form 10-K,
if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127 023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to:
Jeff D. Blake, Esq., Wells Fargo Law Department, D1053 300, 301 South College St., Charlotte, North Carolina 28288. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)          Upon
written request from any Mortgage Loan Seller, Other Depositor, either Master Servicer or either Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, applicable Master Servicer or applicable Special


 






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Servicer
whether it has received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage
Loan Seller or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate
Administrator, the identity of the new party.


 


(d)          Any
notice and/or information furnished pursuant to this Section 11.05 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.05.


 


Section
11.06     Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley
Certification in the form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act.
For so long as the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange
Act, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian and the Operating
Advisor shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the applicable Master Servicer or the
applicable Special Servicer, as the case may be, that is a Servicing Function Participant use commercially reasonable efforts
to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which
either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating
Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function
Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or, subject to the
reimbursement of any applicable expenses under Section 11.15, any Other Securitization that includes a
Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st
of each year commencing in March 2017, a certification in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which each Certifying Person, the
entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced
Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the
Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form and substance similar to
applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification,
but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an
officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a
Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the
Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a
reasonable reliance certificate (which


 






    	-401-



    	 



    




 


may be included as part of such other certifications being delivered by such Reporting
Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section
11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section
11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a
certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the
registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for
in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this
Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting
Servicer shall provide a certification to each affected Certifying Person pursuant to this Section 11.06 with respect
to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the
case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in
this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of
any information provided to such Reporting Servicer by third parties (including a “significant obligor”, but
other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information
other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s
responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than
that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except
as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 


Section
11.07     Form 8-K Filings. Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the
Depositor and to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof
to Form10K.Compliance@cwt.com, provided that the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be
included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be
reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the
Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit
DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business,
New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit
DD hereto shall be required to provide to the Depositor and the Certificate


 






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Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn:
CTS SEC Notifications.


 


After preparing the Form
8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close
of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time,
on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return
an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New
York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South
College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


The Master Servicers,
the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable Master Servicer
and the applicable Special


 






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Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional
Servicer engaged by such Master Servicer or such Special Servicer, as applicable, use commercially reasonable efforts to cause
such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into
a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer
to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the
2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure
Information.


 


Any notice and/or information
furnished pursuant to this Section 11.07 shall also be provided, and subject to the reimbursement of any applicable expenses
under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.07.


 


Section
11.08     Form 15 Filing. On or prior to January 30th of the first year in which the
Depositor shall provide notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange
Act filings, the Certificate Administrator shall prepare and file a notification relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any
form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period
occurring after the filing of such form, the obligations of the parties to this Agreement under Section 11.04, Section
11.05 and Section 11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10
and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to
the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15
Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume
its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D and
8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all
parties’ obligations under this Article XI shall recommence.


 


Section
11.09     Annual Compliance Statements. The Master Servicers, the Special Servicers
(regardless of whether the applicable Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian,
the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment of compliance
with respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate
Administrator (each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each
Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially


 






    	-404-



    	 



    




 


reasonable efforts
to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2017, deliver to the
Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made
available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5
Information Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or
such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof,
that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of
such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary
servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to
the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional
Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon
by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect
to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable
efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each
such statement (or, in the case of the Certificate Administrator, make a copy of each such statement available on its
Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any
Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s
Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form
and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s
Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying
Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the
Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of
the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or
primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section
11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable
period, whether or not such Certifying Servicer or Additional Servicer is acting as a Master Servicer, a Special Servicer,
the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to
be delivered. None of the Master Servicers, Special Servicers or Additional Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor
(or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be
filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 






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In the event either Master
Servicer, either Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms
of this Agreement, such party shall provide, and each of the applicable Master Servicer and the applicable Special Servicer shall
(i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated
under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with
respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the applicable Master Servicer, the applicable Special Servicer, the Trustee or the Certificate Administrator
was subject to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished pursuant to this Section 11.09 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.09.


 


Section
11.10     Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or
before March 1st of each year, commencing in March 2017, the Master Servicers, the Special Servicers (regardless of whether
either Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however,
that the Trustee shall be required to deliver an assessment of compliance only if an Advance was made by the Trustee in such
calendar year), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its
own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee, Operating Advisor, Custodian, or Certificate Administrator that is a Servicing Function
Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the
Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet
website) (and, with respect to the Special Servicers, also to the Operating Advisor), and the 17g-5 Information Provider, a
report substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that complies in
all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing
Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of
compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the
Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and
(D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s
assessment of


 






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compliance with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the
form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicers, the Special Servicers, the
Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such
assessments until April 15th in any given year so long as it has received written confirmation from the Depositor (or, in the case
of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the
Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          No
later than ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and either Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and
each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the


 






    	-407-



    	 



    




 


assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master
Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the applicable Master Servicer and the applicable Special Servicer shall (i)
with respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that
resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer
and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with
an attestation as required in Section 11.11 with respect to the period of time that the Master Servicers, the Special Servicers,
the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period
of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)          The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)          Any
certificate, statement, report, assessment, attestation, notice and/or information furnished pursuant to this Section 11.10
shall also be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor
and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services, specially
services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11     Annual Independent Public Accountants’ Attestation Report. On or before March
1st of each year, commencing in March 2017, the Master Servicers, the Special Servicers, the Trustee (provided, however,
that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there
was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator,
each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such
Master Servicers, Special Servicers, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function
Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect
to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also
render other services to the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member
of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator
(who will promptly post such report


 






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on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and
the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report to the
17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has
complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm
in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to
whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was
fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act
and the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to
any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement
will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided in
EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the
providing parties.


 


Promptly after receipt
of such report from either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult
with the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian or the
Certificate Administrator as to the nature of any defaults by the Master Servicers, the Special Servicers, the Trustee, the Operating
Advisor, the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the applicable Master Servicer’s,
the applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s,
the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub
servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation
report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements of Section
11.10 and notify the Depositor of any exceptions. None of the Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required
to cause the delivery of such reports until April 15th in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section
11.12     Indemnification. Each of the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each
Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments and other costs and expenses incurred by such


 






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Certification Party arising out of (i) an actual
breach by such Master Servicer, such Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this Article
XI, (ii) negligence, bad faith or willful misconduct on the part of such Master Servicer, such Special Servicer, the
Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the
performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such
party.


 


The Master Servicers,
the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other
Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide
any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the 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 from the Commission or its staff regarding information (x) delivered by the Master Servicers, the Special
Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee,
a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y)
regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s
filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to
such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the
Commission or its staff for inclusion in the Depositor’s


 






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response to the Commission or its staff, unless such Affected Reporting
Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by a Master
Servicer, such Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such
election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor informed of its progress with the Commission or its staff and copy the Depositor on all correspondence
with the Commission or its staff and provide the Depositor with the opportunity to participate (at the Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor shall cooperate with any Affected
Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly
with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting
Party and to notify the Commission or its staff of such authorization. The Depositor and the Affected Reporting Party shall cooperate
and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time for submitting
a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor (including reasonable
legal fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than those costs and expenses
required to be at the Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission
or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from the Depositor. Each of the Master Servicers, the Special Servicers, the Operating Advisor, the Custodian, the Certificate
Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement. Upon resolution with the Commission, and subject to the reimbursement of any applicable expenses under Section
11.15, the Affected Reporting Party shall promptly provide, to each Other Depositor the appropriate revised reports, updated
or revised information contained in any report filed by the Other Depositor under the Reporting Requirements, or any updated or
revised material communications in connection with the response and/or resolution with the Commission or its staff, if and to
the extent such reports, information and/or communications relate to information that was previously provided to the Other Depositor
and would reasonably be expected to be contained in a report filed by the Other Depositor under the Reporting Requirements of
an Other Pooling and Servicing Agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as


 






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is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under
the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor and
the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by such Master Servicer, such Special
Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially
reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant,
in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each
case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination
of this Agreement or the earlier resignation or removal of either Master Servicer, either Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13     Amendments. This Article XI may be amended with the written consent of the
parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards
developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel,
Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the
contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections
3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section
11.14     Regulation AB Notices. Any notice, report or certificate required to be delivered
by any of the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article
XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section 11.15     Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee, the Certificate
Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer and the applicable Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer


 






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appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice
from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor
Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu
Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan
Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan
Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet the
requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and shall
reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably necessary to
comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, either Master Servicer and
either Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to the final sentence of
this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related
Certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a
result of any material misstatements or omissions or alleged material misstatements or omissions in any such offering
material to the extent that such material misstatement or omission was made in reliance upon any such information provided by
the Trustee (where such information pertains to the Trustee individually and not to any specific aspect of the
Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information pertains
to the Certificate Administrator individually and not to any specific aspect of the Certificate Administrator’s duties
or obligations under this Agreement), the Master Servicers (where such information pertains to the applicable Master Servicer
individually and not to any specific aspect of the applicable Master Servicer’s duties or obligations under this
Agreement) and the Special Servicers (where such information pertains to the applicable Special Servicer individually and not
to any specific aspect of the applicable Special Servicer’s duties or obligations under this Agreement), as applicable,
to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a)
and (ii) deliver such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent
the cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that are substantially similar
to those delivered with respect to the offering material for this securitization by the Master Servicers or the
Special Servicers, Trustee and Certificate Administrator, as the case may be, or their respective counsel, in connection with
the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the
applicable Master Servicer or the applicable Special Servicer, as the case may be, for inclusion in the offering materials
related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information
provided by such party with respect to the offering materials related to this transaction, subject to any required changes
due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to
be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate
Administrator, the applicable Master Servicer or the applicable Special Servicer in connection with the Regulation AB
Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in


 






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connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or
elsewhere in Article XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided
reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b)
paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable
fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of
counsel or indemnification agreement.


 


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or
notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required),
cooperate with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion
Loan Securitization in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer (and
the applicable Master Servicer shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan),
and the Trustee, the Certificate Administrator, such Master Servicer and such Special Servicer shall cooperate with such parties
in respect of establishing the time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB
Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(b).


 


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time
a filing is required), provide the trustee or certificate administrator, as applicable, under a Regulation AB


 






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Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, either Master Servicer or either Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.15(c).


 


(d)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer and the applicable Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report
on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item
1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding
the foregoing, to the extent the applicable Master Servicer or the applicable Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this
Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the trustee or


 






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certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or
the applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to
the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such
Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(e).


 


(f)           Each
of the Trustee, the Certificate Administrator, either Master Servicer and either Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
applicable Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements and certificates
with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the applicable Master Servicer or the applicable Special Servicer pursuant to this Section 11.15,
even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order
to comply with Regulation AB. Such information, reports or certificates shall be provided to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, no later than two Business Days prior to the date on which the applicable
Master Servicer or the applicable Special Servicer, as the case may be, is required to deliver its comparable information, reports,
statements or certificates pursuant to this Section 11.15.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the applicable Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation
AB) (together with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced
Companion Loan, to the extent that the applicable Master Servicer or the applicable Special Servicer, as the case may be, is in
receipt of the updated financial statements of such “significant obligor” for any calendar quarter (other than the
fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar quarter following receipt of
such notice from the Other Depositor, or the updated financial statements of such “significant obligor” for any calendar
year, beginning for the


 






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calendar year following such notice from the Other Depositor, as applicable, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall deliver to the Other Depositor, on or prior to the day that occurs
two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to
the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve
(12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as calculated
by the applicable Master Servicer or the applicable Special Servicer, as the case may be, in accordance with CREFC® guidelines
and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor
NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating income
of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial statements.


 


If the applicable Master
Servicer or the applicable Special Servicer, as the case may be, does not receive such financial information satisfactory to comply
with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within
ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents,
the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall notify the Other Depositor with respect
to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing
Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is
a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial
information. The applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use efforts consistent
with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under
the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Mortgagor under the related
Mortgage Loan documents.


 


The applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall (and shall cause each applicable Sub-Servicing Agreement
entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant
obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts
to contact the related Mortgagor related to any such “significant obligor” (identified to it as such by the Other Depositor
in accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within
five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect
to the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to
the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s Certificate
should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and
Servicing Agreement.


 






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(h)          If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then
the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain in
full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


 


Section 11.16    [RESERVED].


 


Section
11.17     Impact of Cure Period. For the avoidance of doubt, neither the Master Servicers nor
the Special Servicers shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition
thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
during any grace period provided for in this Article XI; provided that if any such party fails to comply with
the delivery requirements of this Article XI by the expiration of any applicable grace period such failure shall
constitute a Servicer Termination Event. Neither the Master Servicers nor the Special Servicers shall be subject to a
Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace
period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item required
under this Article XI by the time required hereunder with respect to any reporting period for which the Trust (or any
trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article
XII



the asset representations reviewer


 


Section 12.01     Asset
Review.


 


(a)          On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the applicable Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”. On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator,


 






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based on information provided to it by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan
has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger
has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit SS within
two (2) Business Days to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after
the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide
written notice thereof to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.10 to
authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least
a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset
Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement,
the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and the other Certificateholders (the “Asset
Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the
Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit
RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a
result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative
Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence.
After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional
Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred
by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the applicable
Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through
an agent.


 


(b)          (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for Non-Specially
Serviced Loans), the applicable Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and
the applicable Special Servicer (with respect to Specially Serviced Loans) shall promptly, but in no event later than ten (10)
Business Days, provide the following materials to the extent in their possession to the Asset


 






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Representations Reviewer (collectively,
with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, copies
of all Asset Status Reports and Final Asset Status Reports related to each Delinquent Loan, a copy of the Prospectus, a copy of
each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)          an
assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


 


(2)          an
assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)         
the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already
covered pursuant to items (1) or (2) above;


 


(4)          all
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan
that is subject to an Asset Review;


 


(5)          an
assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent
Loan that is subject to an Asset Review; and


 


(6)          any
other related documents and information that are required of the applicable Master Servicer (with respect to Non-Specially Serviced
Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) to be delivered to the Asset Representations
Reviewer pursuant to clause (ii) hereof.


 


(ii)          In
addition, in the event that the Asset Representations Reviewer determines that the Review Materials provided to it with respect
to any Mortgage Loan are missing any documents or information required to complete any Test in connection with an Asset Review
of such Mortgage Loan, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days after
receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable
Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents and information, and request
that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly, but in no event later than
ten (10) Business Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations
Reviewer such missing documents and information in its possession. In the event any missing documents or information are not provided
by the applicable Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10) Business Day period,
the Asset Representations Reviewer shall request such information, documents and/or records from


 






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the related Mortgage Loan Seller;
provided that the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such
additional information, documents and/or records only to the extent such information, documents and/or records is in the possession
of such party.


 


(iii)         The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01
(any such information, “Unsolicited Information”).


 


(iv)        Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ (each
such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall
be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent
Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote
is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)        The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty (40) Business
Days after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations Reviewer determines
that the Review Materials are insufficient to complete a Test and such missing information and documentation is not delivered to
the Asset Representations Reviewer by the applicable Master Servicer (with respect to Non-Specially Serviced Loans), the applicable
Special Servicer (with respect to Specially Serviced Loans) or from the related Mortgage Loan Seller within fifteen (15) Business


 






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Days following the request by the Asset Representations Reviewer to the applicable Master Servicer or applicable Special Servicer,
as the case may be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing information
and documents in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons
why such missing information and documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded)
that the absence of such information and documents will be deemed to be a failure of such Test. The Asset Representations Reviewer
shall provide such preliminary report to the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable
Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the preliminary report indicates
that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have
ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any information, documents
or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty has not failed a
Test or that any missing information or documents in the Review Materials are not required to complete a Test shall be sent by
such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall
not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is no Test
failure with respect to the related Mortgage Loan.


 


(viii)      The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each
case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(f) of this Agreement.


 


(ix)        In
addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that it requested
from the applicable Master


 






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Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect
to Specially Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer
to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan,
and the Asset Representations Reviewer shall have no responsibility to independently obtain any such information from any party
to this Agreement or otherwise.


 


(x)          Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the applicable Special Servicer shall
determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the applicable
Special Servicer determines that a Material Defect exists, the applicable Special Servicer shall enforce the obligations of the
related Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)          The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, either Master Servicer, either Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, a Master Servicer, a Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or


 






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subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02     Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal
to the product of a rate equal to 0.000847% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any
Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          Upon
the commencement of an Asset Review, the Asset Representations Reviewer shall provide the related Mortgage Loan Seller written
notice of the aggregate amount of the Asset Representations Reviewer Asset Review Fee that shall be payable by such Mortgage Loan
Seller upon the completion of such Asset Review. Upon the completion of an Asset Review with respect to a Delinquent Loan, the
Asset Representations Reviewer shall provide a written invoice to the related Mortgage Loan Seller and shall be paid a fee of (a)
in the case of a Delinquent Loan that is not an NCB Co-op Mortgage Loan, (i) $15,000 plus $1,000 per additional Mortgaged Property
with respect to a Delinquent Loan with a Cut-off Date Balance less than $15,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged
Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $15,000,000, but less than $30,000,000
or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater
than or equal to $30,000,000 or (b) in the case of a Delinquent Loan that is an NCB Co-op Mortgage Loan, $10,000 (any such fee,
the “Asset Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably
anticipated expenses of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to
each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage
Loan Seller is insolvent or fails to pay such amount within sixty (60) days of written invoice by the Asset Representations Reviewer,
such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the applicable
Master Servicer that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations
Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements
for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such
amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder sixty (60) days after delivery by the
Asset Representations Reviewer of an itemized invoice to the applicable Mortgage Loan Seller by registered mail to the address
listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller
for delivery of notices in accordance with this Agreement, or sixty (60) days following attempted delivery of such invoice by registered
mail and reasonable follow up by phone or email. Notwithstanding any payment of such fee by the Trust to the Asset Representations
Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Special


 






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Servicer shall pursue remedies
against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


 


(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a Mortgage Loan
Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust,
as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03     Resignation of the Asset Representations Reviewer.
The Asset Representations Reviewer may resign and be
discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset
Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all
reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04     Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations
Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that
such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations
Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate
and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


Section 12.05     Termination
of the Asset Representations Reviewer.


 


(a)          An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)          any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue


 






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unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders
of Certificates having greater than 25% of the aggregate Voting Rights;


 


(ii)         any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)        any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)         the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)        the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders in accordance with the notice distribution procedures described
in Section 12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer
Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every
such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i)
may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it


 






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under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required
to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its termination
due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and
each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          Upon
(i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed
successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations
Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing such notice to all
Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations Reviewer. Upon the
written direction of holders of Certificates evidencing more than 75% of a Certificateholder Quorum (without regard to the application
of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other
than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations
Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Asset Representations Reviewer. In the event that holders of the Certificates entitled to at least 75% of the
Voting Rights elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 






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The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicers, the
Special Servicers, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification
and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations
reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable
to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations
Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and
appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search
for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or
willful misconduct in the performance of its obligations hereunder.


 


(d)          Upon any termination
of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the Trustee shall,
as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan
Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).


 


[End of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)         to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in
the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions
therein or to correct any error;


 






    	-428-



    	 



    

 


(iii)        to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)       to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to


 






    	-429-



    	 



    

 


Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions
of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)        to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each
Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)         to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)         This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or 



 


 






    	-430-



    	 



    

 


eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)         Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that
all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the applicable Master
Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the
Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this
Agreement may be made that changes any provision specifically required to be included in this Agreement by (i) any Non-Serviced
Intercreditor Agreement or (ii) the 10


 






    	-431-



    	 



    

 


South LaSalle Street Intercreditor Agreement, without in each case the consent of the
holder of the related Non-Serviced Companion Loan(s).


 


(d)         Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as
applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicers, the Special Servicers,
the Mortgagors, the Underwriters and the Rating Agencies.


 


(e)         It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)          The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)         The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if either Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or (c) shall be payable out of the applicable Collection Account.


 


(h)         The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)          To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable
Special Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)          Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the


 






    	-432-



    	 



    

 


name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)         This Agreement may not be amended without the consent of any holder of an AB Subordinate Companion Loan if such amendment
would materially and adversely affect the rights of such Companion Holder hereunder.


 


(l)          Notwithstanding any contrary provisions of this Agreement, this Agreement may not be amended in a manner that would adversely
affect the Swap Counterparty under the Swap Contract without the consent of the Swap Counterparty. The party proposing any amendment
to this Agreement shall forward such proposed amendment to the Swap Counterparty. For the avoidance of doubt, any exchange by a
holder of a Class A-3FL Certificate of any portion of its Certificate Balance for an equal Certificate Balance of Class A-3FX Certificates,
will not be deemed an amendment of this Agreement.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the applicable Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially
and beneficially affects the interests of the Certificateholders.


 


(b)        
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)        
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 






    	-433-



    	 



    

 


(b)        
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)        
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan,
or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf
of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing
not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee,
for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES


 






    	-434-



    	 



    




 


HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicers the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 


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


 






    	-435-



    	 



    

 


In the case of the General Master
Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C32 Asset Manager

Telecopy Number: (704) 715-0036


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: WFCM 2016-C32


 


and a copy to:



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.


 


In the case of the NCB Master
Servicer:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop


 


with a copy to:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3470

Email: mwehland@ncb.coop


 






    	-436-



    	 



    

 


In the case of the General Special
Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 


with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;

Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;

Adam Singer

facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com


 


In the case of the NCB Special
Servicer:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with a copy to:


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Matthew Wehland, Senior Vice President

Facsimile number (703) 647-3473

Email: mwehland@ncb.coop


 


In the case of the Directing
Certificateholder:



Rialto CMBS VIII, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 






    	-437-



    	 



    




 


with a copy to:



Rialto CMBS VIII, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-C32

Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – WFCM 2016-C32

Email: cts.cmbs.bond.admin@wellsfargo.com


 


with
a copy to: trustadministratorgroup@wellsfargo.com


 


In the case of the Mortgage Loan
Sellers:


 


		1.	Wells Fargo Bank, National Association

301 South College St.

Charlotte, North Carolina 28288

Attention: Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32



 


with a copy to:



Jeff D. Blake, Esq., Senior Counsel

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina, 28288


 






    	-438-



    	 



    

 


and a copy to:



Brigid Mattingly

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago, IL 60606

Telephone number: (312) 269-3062

Email: brigid.mattingly@wellsfargo.com


 


		2.	Rialto Mortgage Finance, LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Executive Director



 


		3.	National Cooperative Bank, N.A

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202-3709

Attention: Kathleen Luzik

Facsimile No.: (703) 647-3474



 


with a copy to:



Chad Oppenheimer, Esq.

Facsimile No.: (703) 647-3474


 


and a copy to:


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Steven M. Kornblau, Esq.

Facsimile No.: (646) 417-6311


 


		4.	C-III Commercial Mortgage LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Attention: Jenna Vick Unell, General Counsel

Facsimile No.: (972) 868-5490



 


with a copy to:



C-III Capital Partners LLC

717 Fifth Avenue, 18th Floor

New York, New York 10022

Attention: Jeffrey Cohen

Facsimile No.: (212) 705-5001


 






    	-439-



    	 



    

 


and a copy to


 


C-III Commercial Mortgage LLC

717 Fifth Avenue, 15th Floor

New York, New York 10022

Attention: Michael Pierro

Facsimile No.: (212) 705-5001


 


and a copy to


 


C-III Commercial Mortgage LLC

717 Fifth Avenue, 18th Floor

New York, New York 10022

Attention: Paul Hughson

Facsimile No.: (212) 705-5001


 


		5.	Basis Real Estate Capital II, LLC

75 Broad Street, Suite 1602

New York, New York 10004

Attention: Tammy K. Jones



 


with a copy to


 


Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: Y. Jeffrey Rotblat


 


In the case of the Operating
Advisor or the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228,

Attention: Don Simon, Chief Operating Officer

With a copy sent via email to: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com



with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 






    	-440-



    	 



    

 


In
the case of any mezzanine lender:




 


The
address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The applicable Master Servicer or the applicable Special Servicer,
as the case may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as
may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable
effort or expense; provided, however, that such other information is first provided to the 17g-5 Information Provider
in accordance with the procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information
Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation
of the rating by the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 






    	-441-



    	 



    

 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan.
If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority
security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including
without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other
than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the
Cut-off Date), all amounts held from time to time in the Collection Accounts, the Distribution Accounts, the Gain-on-Sale Reserve
Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and
all of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies
related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 13.07
shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure
to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its
respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser
is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. The Swap Counterparty
shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder. No other person, including,
without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)         Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)         Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to


 






    	-442-



    	 



    

 


its rights
as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)         Subject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)          any material change or amendment to this Agreement;


 


(ii)         the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)        the resignation or termination of the Certificate Administrator, either Master Servicer, the Asset Representations Reviewer
or either Special Servicer; and


 


(iv)        the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the
related Mortgage Loan Purchase Agreement.


 


(b)         The
Master Servicers shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which
it has actual knowledge:


 


(i)          the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)        
any change in the location of the Collection Accounts;


 


(iii)       
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)      
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)   
     any additional lease to an anchor tenant or termination of any existing lease to an anchor
tenant at retail properties for any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser
of (1) an amount greater than 5% of the then-aggregate outstanding principal balances of the Mortgage Loans and
(2) $35,000,000;


 






    	-443-



    	 



    

 


(vi)        any material damage to any Mortgaged Property;


 


(vii)       any assumption with respect to a Mortgage Loan; and


 


(viii)      any release or substitution of any Mortgaged Property.


 


(c)         The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       
The Trustee, the Certificate Administrator, either Master Servicer and either Special Servicer, as applicable, shall furnish
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicers or Special
Servicers, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
either Master Servicer and either Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with
respect to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require
a party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by either Master Servicer or either Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify such
Master Servicer or such Special Servicer when such information, report, notice or document has been posted. The applicable Master
Servicer or the applicable Special Servicer, as the case may be, may, but shall not be obligated to send such information, report,
notice or document to the applicable Rating Agency following the earlier of (a) receipt of such notice from the 17g-5 Information
Provider and (b) two Business Days following delivery to the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]





 






    	-444-



    	 



    

 





IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 





	 	WELLS
    FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,
 Depositor
	 	 
	 	By:	/s/ Anthony
    Sfarra
	 	 	Name: Anthony Sfarra
	 	 	Title: President



 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,

    General Master Servicer
	 	 
	 	By:	/s/ Marcus
    Thomas
	 	 	Name: Marcus Thomas
	 	 	Title:   Director


 


	 	RIALTO
    CAPITAL ADVISORS, LLC,

    General Special Servicer
	 	 
	 	By:	/s/ Cheryl
    Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title: Chief Financial Officer





 





	 	NATIONAL
    COOPERATIVE BANK, N.A.,

    NCB Master Servicer
	 	 
	 	By:	/s/ Munevver
    Yolas
	 	 	Name: Munevver Yolas
	 	 	Title: SVP


 


Pooling and Servicing Agreement


 






    	 



    	 



    

 





	 	NATIONAL
    COOPERATIVE BANK, N.A.,

    NCB Special Servicer
	 	 
	 	By:	/s/ Munevver
    Yolas
	 	 	Name: Munevver Yolas
	 	 	Title: SVP


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
 Certificate Administrator, Tax Administrator and Custodian
	 	 
	 	By:	/s/ Michael
    Baker
	 	 	Name: Michael Baker
	 	 	Title: Assistant Vice President


 





	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION,
 Trustee
	 	 
	 	By:	/s/ Beverly
    D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President


 





	 	PENTALPHA
    SURVEILLANCE LLC,
 Asset Representations Reviewer and Operating Advisor
	 	 
	 	By:	/s/ James
    Callahan
	 	 	Name: James Callahan
	 	 	Title:  
    Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC


 


Pooling and Servicing Agreement


 






    	 



    	 



    




 











	STATE OF New York	)	 
	 	)        ss.:	 
	COUNTY OF New York	)	 






 


On the 8 day of
February 2016, before me, a notary public in and for said State, personally appeared Anthony Sfarra, personally known to me
to be a President of Wells Fargo Commercial Mortgage Securities,  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. 


 





	 	 	/s/ Lillian Calcaterra
	LILLIAN CALCATERRA

NOTARY PUBLIC, State of New York

No. 01CA4971671

Qualified in Kings County

Cert. Filed in New York County

Commission Expires Sept. 10, 2018	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 
	9/10/2018	 	 



 


Pooling and Servicing Agreement


 






    	 



    	 



    

 











	STATE OF North Carolina	)	 
	 	)        ss.:	 
	COUNTY OF Mecklenburg	)	 





 


On the 12 day
of February, 2016, before me, a notary public in and for said State, personally appeared Marcus Thomas, personally known to
me to be a Director of Wells Fargo, 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.


 








	 	 	/s/ Erica L. Smith
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	ERICA L. SMITH
	My commission expires:	 	NOTARY PUBLIC

	 	 	Gaston County

	 	 	North Carolina

	 	 	My Commission Expires 7/15/2017


 


Pooling and Servicing Agreement


 






    	 



    	 



    







 





	STATE OF FLORIDA	)	 
	 	)        ss.:	 
	COUNTY OF MIAMI-DADE	)	 








 


On the 10th
day of February 2016, before me, a notary public in and for said State, personally appeared Cheryl Baizan, personally known to
me to be a Chief Financial Officer of Rialto Capital Advisors, LLC, 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.


 








	 	 	/s/ Lori Buckler
	 	 	Notary Public
	 	 	 
	[SEAL]	 	LORI BUCKLER
	 	 	MY COMMISSION EXPIRES
	My commission expires:	 	February 2, 2018
	 	 	#FF 059264
	 	 	Bonded thru
	 	 	Notary Public Underwriters
	 	 	NOTARY PUBLIC STATE OF FLORIDA


 


Pooling and Servicing Agreement


 






    	 



    	 



    

 


	STATE OF Virginia	)	 
	 	)        ss.:	 
	COUNTY OF Arlington	)	 





 


On the
8th day of February 2016, before me, a notary public in and for said State, personally appeared Munevver Yolas,
personally known to me to be a SVP of National Cooperative Bank, N.A., 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. 










	 	 	/s/ Jean Marie Ruehle
		 	Notary Public
	JEAN MARIE RUEHLE	 	 
	NOTARY PUBLIC	 	JEAN MARIE RUEHLE	Jean Marie Ruehle
	COMMONWEALTH OF VIRGINIA	 	NOTARY PUBLIC	NOTARY PUBLIC
	REG. #7502228	 	COMMONWEALTH 	Commonwealth of Virginia
		 	OF	Reg. #7502228
	[SEAL]	 	VIRGINIA	My Commission Expires
	 	 	 	May 31, 2019
	My commission expires: May 31, 2019	 	 	 
	 	 	 	 


 


Pooling and Servicing Agreement


 










    	 



    	 



    

 





	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 



 


On the
5th day of February 2016, before me, a notary public in and for said State, personally appeared Michael Baker
personally known to me to be a AVP of Wells Fargo Bank, NA, 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.


 





	 	/s/
    Amy Martin 
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	NOTARY PUBLIC
	My commission expires:	ANNE ARUNDEL COUNTY
	 	MARYLAND
	 	My Commission Expires 2-22-2017



 


Pooling and Servicing Agreement


 






    	 



    	 



    


 





	STATE OF DELAWARE	)	 
	 	)	ss:
	COUNTY OF NEW CASTLE	)	 



 


On this 18th day of
February 2016, before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned and sworn,
personally appeared Beverly D. Capers, to me known who, by me duly sworn, did depose and acknowledge before me and say that
she is the Assistant Vice President of Wilmington Trust, National Association, a national association, the entity described
in and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of said entity and
on behalf of such entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.


 





	CHRISTINA M BADER	/s/
    Christina M. Bader
	NOTARY PUBLIC	Notary Public in and for the
	STATE OF DELAWARE	State of Delaware
	My Commission Expires: 4-15-2016	 
		
	 	
	My Commission expires:	
	 	
	[NOTARIAL SEAL]	



 


 Pooling and Servicing Agreement


 






    	 



    	 



    


 


	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 


 


On the 5th
day of February 2016, before me, a notary public in and for said State, personally appeared James Callahan, personally known to
me to be a Executive of Pentalpha Surveillance LLC, 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.


 








	 	/s/
     Melonie S. Williams
	 	Notary Public
	 	 
	[SEAL]	 
		 
	My commission expires: 7-31-2019	 
	 	 
	 	 
	MELONIE S. WILLIAMS	 
	Notary Public	 
	Connecticut	 
	My Commission Expires July 31, 2019	 



 


Pooling and Servicing Agreement


 






    	 



    	 



    




 











 




EXHIBIT
A-1


 


FORM OF CLASS [__] CERTIFICATE


 


CLASS [__]


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST
2016-C32


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2016-C32, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES
OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, X-A, A-S, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE
FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS
BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE, AND TRANSFERS OF


 





 



 


1          Temporary
Regulation S Book-Entry Certificate legend.


 


2          Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.





 



    	A-1-1



    	 



    

 


BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, [THE UNDERWRITERS,] [THE INITIAL PURCHASERS,]
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR CLASS A-3FL CERTIFICATES:
THE PASS-THROUGH RATE ON THIS CERTIFICATE IS BASED UPON LIBOR AND THEREFORE IS SUBJECT TO CHANGE OVER TIME BASED UPON CHANGES IN
THE RATE OF LIBOR. IN ADDITION, THE PASS-THROUGH RATE ON THIS CLASS A-3FL CERTIFICATE MAY CONVERT TO A FIXED PER ANNUM RATE UNDER
CERTAIN CIRCUMSTANCES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES
OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, X-A, A-S, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.
THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS
PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED


 


 



 


3          Book-Entry
Certificate legend.


 



    	A-1-2



    	 



    

 


INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR CLASS X-G, CLASS E, CLASS F AND
CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS
OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES OTHER THAN CLASS
A-3FL AND A-3FX CERTIFICATES: THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.]


 


[FOR CLASS A-3FX CERTIFICATES: This
Certificate represents a beneficial interest in a portion of a grantor trust under subpart E, part I of subchapter J of the CODE,
which portion consists of a percentage interest in the Class A-3FX Regular Interest, A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860d OF THE cODE and the CLASS A-3Fx SUB-ACCOUNT.]


 


[FOR CLASS A-3FL CERTIFICATES: This
Certificate represents a beneficial interest in a portion of a grantor trust under


 



    	A-1-3



    	 



    

 


subpart E, part I of subchapter J of the CODE,
which portion consists of a percentage interest in the Class A-3FX Regular Interest, A “REGULAR INTEREST” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860d OF THE cODE, the related CLASS A-3FL Swap Contract and the CLASS A-3FL SUB-ACCOUNT.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.] 


 


[FOR CLASS X CERTIFICATES: THIS [CLASS
X-A][CLASS X-D][CLASS X-E] [CLASS X-F][CLASS X-G] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF
PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-SB AND CLASS A-S CERTIFICATES AND THE CLASS A-3FX REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS E CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 



    	A-1-4



    	 



    

 


[FOR CLASS X-F CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS F CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-G CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS G CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-D][X-E][X-F][X-G] CERTIFICATES IS BASED WILL BE REDUCED
AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS X-D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-E, CLASS X-F, CLASS X-G, [CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS
X-D, CLASS E AND CLASS F] CERTIFICATES AND THE CLASS A-3FX REGULAR INTEREST AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


 



    	A-1-5



    	 



    

 


	
        PASS-THROUGH RATE: [____]% per annum] [FOR CLASS X-A,
        X-D, X-E, X-F, X-G, B, C OR D: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT] [FOR CLASS A-3FL: LIBOR PLUS [____]%
        per annum]

         

        INITIAL [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE:: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 18, 2016

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2016

         

        APPROXIMATE AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	 	
        GENERAL MASTER SERVICER:

        WELLS FARGO BANK,
NATIONAL ASSOCIATION

         

        NCB MASTER SERVICER:

        NATIONAL COOPERATIVE
BANK, N.A.

         

        GENERAL SPECIAL SERVICER:

        RIALTO CAPITAL ADVISORS,
LLC

         

        NCB SPECIAL SERVICER:

        NATIONAL COOPERATIVE
BANK, N.A.

         

        TRUSTEE:

        WILMINGTON TRUST, NATIONAL
ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:

        WELLS FARGO BANK,
NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PENTALPHA SURVEILLANCE
LLC

         

        ASSET REPRESENTATIONS REVIEWER:

        PENTALPHA SURVEILLANCE
LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        COMMON CODE NO.: [          ]

         

        CERTIFICATE NO.: [__] - ______

         



 



    	A-1-6



    	 



    

 


CLASS [__] CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1,
2016 (the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the
Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 



    	A-1-7



    	 



    

 


[FOR REGULAR CERTIFICATES:
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).][FOR
CLASS A-3FL AND A-3FX CERTIFICATES: This Certificate represents 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 (the “Code”), which portion consists
of a percentage interest in the Class A-3FX Regular Interest, a “regular interest” in a “real estate mortgage
investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Code [FOR CLASS A-3FL
CERTIFICATES: , the related Class A-3FL Swap Contract] and the Class [A-3FL][A-3FX] Sub-Account.] Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, A-2, A-3, A-3FL, A-3FX, A-4, A-SB, A-S, B, C, D, E, F and G: principal and] interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-3, A-3FL, A-3FX, A-4, A-SB, A-S, B, C, D AND X-A CERTIFICATES: Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.] All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1,
A-2, A-3, A-3FL, A-3FX, A-4, A-SB, A-S, B, C, D, E, F and G: Principal and interest] allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the


 



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Collection
Accounts and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified
in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will
be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the


 



    	A-1-9



    	 



    

 


Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms of
the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $[FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-3FL, A-3FX, A-4, A-SB, A-S, B, C, D, E,
F and G: 10,000][FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance
of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer, the Certificate Registrar, nor any agent of any of them, shall
be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 



    	A-1-10



    	 



    

 


(iii)       to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as


 



    	A-1-11



    	 



    

 


any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for
so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than
any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 



    	A-1-12



    	 



    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the


 



    	A-1-13



    	 



    

 


imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, The Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates
and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class A-3FX Certificates) are no longer outstanding (and
provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other
than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicers,
to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the


 



    	A-1-14



    	 



    

 


statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	A-1-15



    	 



    

 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	
        WELLS FARGO BANK,
        NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
        Agreement

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: February
18, 2016


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	
        WELLS FARGO BANK, NATIONAL 

        ASSOCIATION, as Authenticating Agent

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 



    	A-1-16



    	 



    

 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM    

        TEN ENT     

        JT TEN       
	
        - 

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of

        survivorship and not as tenants in

        common
	 	
        UNIF GIFT MIN ACT _________ 

        Custodian


(Cust)

        Under Uniform Gifts to Minors

         

        Act _________________________

                      (State)



 


 Additional abbreviations may
also be used though not in the above list.


 


FORM OF TRANSFER


 


 FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto_______________________________


 


	(Please insert Social Security or other identifying number of Assignee)
	 
	(Please print or typewrite name and address of assignee)
	 
	

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.


 


	Dated:	 	 	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.


 



    	A-1-17



    	 



    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements should be mailed to ____________________.  This
information is provided by assignee named above, or _______________________, as its agent.


 



    	A-1-18



    	 



    

 








EXHIBIT
A-2


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C32, CLASS R


 


[THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY
STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.]


 


[THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER,
EITHER SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR


 






    	A-2-1



    	 



    

 


THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


[THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH 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 



 






    	A-2-2



    	 



    

 


FUTURE,
(C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY,
(D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH
RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.]


 




    	A-2-3



    	 



    




 



	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 18, 2016

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2016

         

        CLASS R PERCENTAGE INTEREST: [100%]
	 	
        GENERAL MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        NCB MASTER SERVICER:

        NATIONAL COOPERATIVE BANK,
        N.A.

         

        GENERAL SPECIAL SERVICER:

        RIALTO CAPITAL ADVISORS,
        LLC

         

        NCB SPECIAL SERVICER:

        NATIONAL COOPERATIVE BANK,
        N.A.

         

        TRUSTEE:

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:

        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        CERTIFICATE NO.: R-____







 




    	A-2-4



    	 



    

  


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer,
the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated
as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 and are
issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1)


 






    	A-2-5



    	 



    

 


and
860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes
of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder
of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for each Trust REMIC
pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated and shall
serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling
and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized
Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 






    	A-2-6



    	 



    

 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee


 






    	A-2-7



    	 



    

 


Affidavit
by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee
is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer
of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that,
among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee
Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the
NCB Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Certificate Registrar, nor any
agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 






    	A-2-8



    	 



    




 


(iii)       to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as


 






    	A-2-9



    	 



    

 


any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for
so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than
any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






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The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the


 






    	A-2-11



    	 



    

 


imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at
their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause
(ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, The
Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to
the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, either Special Servicer,
either Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class E
Certificates and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class A-3FX Certificates) are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the


 






    	A-2-12



    	 



    

 


statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    	A-2-13



    	 



    


 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	
        WELLS FARGO BANK, NATIONAL 

        ASSOCIATION, not in its individual capacity
but

solely as Certificate Registrar under the Pooling

and Servicing Agreement

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated: February 18, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	
        WELLS FARGO BANK, NATIONAL 

        ASSOCIATION, as Authenticating Agent

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


  


 



    	A-2-14



    	 



    

 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM

        TEN ENT

        JT TEN
	
        - 

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of

        survivorship and not as tenants in

        common
	 	
        UNIF GIFT MIN ACT _________ 

                                    Custodian

                                            (Cust)

        Under Uniform Gifts to Minors

         

        Act _________________________

              (State)



 


 Additional abbreviations may
also be used though not in the above list.


 


FORM OF TRANSFER


 


 FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto_______________________________


 


	(Please insert Social Security or other identifying number of Assignee)
	 
	(Please print or typewrite name and address of assignee)
	 
	

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.


 


	Dated:	 	 	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.





 



    	A-2-15



    	 



    
















 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include the following for
purposes of distribution: 


Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements should be mailed to ____________________.  This
information is provided by assignee named above, or _______________________, as its agent.


 






    	A-2-16



    	 



    

 




EXHIBIT A-3


 


FORM OF CLASS V CERTIFICATE


 


CLASS V


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C32, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 



    	A-3-1



    	 



    

 


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 



    	A-3-2



    	 



    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 18, 2016

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2016

         

        CLASS V PERCENTAGE INTEREST: [100%]

         
	 	
        GENERAL MASTER SERVICER:

        WELLS FARGO BANK,
NATIONAL ASSOCIATION

         

        NCB MASTER SERVICER:

        NATIONAL COOPERATIVE
BANK, N.A.

         

        GENERAL SPECIAL SERVICER:

        RIALTO CAPITAL ADVISORS,
LLC

         

        NCB SPECIAL SERVICER:

        NATIONAL COOPERATIVE
BANK, N.A.

         

        TRUSTEE:

        WILMINGTON TRUST, NATIONAL
ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:

        WELLS FARGO BANK,
NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PENTALPHA SURVEILLANCE
LLC

         

        ASSET REPRESENTATIONS REVIEWER:

         

        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        COMMON CODE NO.: [          ]

         

        CERTIFICATE NO.: V-_____

         



 



    	A-3-3



    	 



    

 





CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


Wells
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


THIS CERTIFIES THAT [______________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution


 



    	A-3-4



    	 



    

 


Account.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be paid
to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to


 



    	A-3-5



    	 



    

 


receive
the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been
surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the
remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in full, registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer, the Certificate Registrar, nor any agent of any of them, shall
be affected by any notice to the contrary.


 



    	A-3-6



    	 



    

 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or


 



    	A-3-7



    	 



    

 


supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for
so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than
any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement


 



    	A-3-8



    	 



    

 


and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or


 


(x)          to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related


 



    	A-3-9



    	 



    

 


to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, The Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates
and the Class A-3FX Regular Interest (and, therefore, the Class A-3FL and Class A-3FX Certificates) are no longer outstanding (and
provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other
than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicers,
to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 



    	A-3-10



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	A-3-11



    	 



    

 








IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	
        WELLS FARGO BANK,
        NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing
        Agreement

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


February 18, 2016


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	
        WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent

	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 



    	A-3-12



    	 



    

 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
        TEN COM    

        TEN ENT     

        JT TEN       
	
        - 

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of

        survivorship and not as tenants in

        common
	 	
        UNIF GIFT MIN ACT _________ 

        Custodian


(Cust)

        Under Uniform Gifts to Minors

         

        Act _________________________

                         (State)



 


 Additional abbreviations may
also be used though not in the above list.


 


FORM OF TRANSFER


 


 FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto_______________________________


 


	(Please insert Social Security or other identifying number of Assignee)
	 
	(Please print or typewrite name and address of assignee)
	 
	

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.


 


	Dated:	 	 	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE GUARANTEED


 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
or witnessed signatures are not acceptable.


 



    	A-3-13



    	 



    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements should be mailed to ____________________.  This
information is provided by assignee named above, or _______________________, as its agent.


 



    	A-3-14



    	 



    

 







EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE





 



    	B-1



    	 



    




 





	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Address	 	City	 	State	 	Zip Code
	1	 	WFB	 	North Dallas Retail Portfolio	 	Various	 	Various	 	TX	 	Various
	1.01	 	WFB	 	Heritage Heights	 	4000-4020 William D. Tate Avenue	 	Grapevine	 	TX	 	76051
	1.02	 	WFB	 	The Highlands	 	2301 FM 407	 	Flower Mound	 	TX	 	75028
	1.03	 	WFB	 	Josey Oaks Crossing	 	4112 North Josey Lane	 	Carrollton	 	TX	 	75007
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	3945 Legacy Drive	 	Plano	 	TX	 	75023
	1.05	 	WFB	 	Flower Mound Crossing	 	2600-2650 Flower Mound Road	 	Flower Mound	 	TX	 	75028
	1.06	 	WFB	 	Park West Plaza	 	302 South Park Boulevard	 	Grapevine	 	TX	 	76051
	1.07	 	WFB	 	Cross Timbers Court	 	745 Cross Timbers Road	 	Flower Mound	 	TX	 	75028
	1.08	 	WFB	 	14th Street Market	 	2200 East 14th Street	 	Plano	 	TX	 	75074
	2	 	RMF	 	Marriott Melville Long Island	 	1350 Walt Whitman Road	 	Melville	 	NY	 	11747
	3	 	WFB	 	Technology Station	 	500 Arguello Street	 	Redwood City	 	CA	 	94063
	4	 	WFB	 	Chicago Industrial Portfolio I	 	Various	 	Various	 	Various	 	Various
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	3211 Oak Grove Avenue	 	Waukegan	 	IL	 	60087
	4.02	 	WFB	 	8100 South 77th Avenue	 	8100 South 77th Avenue	 	Bridgeview	 	IL	 	60455
	4.03	 	WFB	 	2701 South Western Avenue	 	2701 South Western Avenue	 	Chicago	 	IL	 	60608
	4.04	 	WFB	 	1560 Frontenac Road	 	1560 Frontenac Road	 	Naperville	 	IL	 	60563
	4.05	 	WFB	 	2785 Algonquin Road	 	2785 Algonquin Road	 	Rolling Meadows	 	IL	 	60008
	4.06	 	WFB	 	951 Corporate Grove Drive	 	951 Corporate Grove Drive	 	Buffalo Grove	 	IL	 	60089
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	1225-1229 Lakeside Drive	 	Romeoville	 	IL	 	60446
	4.08	 	WFB	 	733-747 Kimberly Drive	 	733-747 Kimberly Drive	 	Carol Stream	 	IL	 	60188
	4.09	 	WFB	 	12500 Lombard Lane	 	12500 Lombard Lane	 	Alsip	 	IL	 	60803
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	2500-2518 Wisconsin Avenue	 	Downers Grove	 	IL	 	60515
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	2460-2478 Wisconsin Avenue	 	Downers Grove	 	IL	 	60515
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	2095-2105 Hammond Drive	 	Schaumburg	 	IL	 	60173
	4.13	 	WFB	 	877 North Larch Avenue	 	877 North Larch Avenue	 	Elmhurst	 	IL	 	60126
	4.14	 	WFB	 	2011 Swanson Court	 	2011 Swanson Court	 	Gurnee	 	IL	 	60031
	4.15	 	WFB	 	3705 Stern Avenue	 	3705 Stern Avenue	 	Saint Charles	 	IL	 	60174
	4.16	 	WFB	 	5727 95th Avenue	 	5727 95th Avenue	 	Kenosha	 	WI	 	53144
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	420 West Wrightwood Avenue	 	Elmhurst	 	IL	 	60126
	4.18	 	WFB	 	1463 Lunt Avenue	 	1463 Lunt Avenue	 	Elk Grove Village	 	IL	 	60007
	5	 	WFB	 	Preferred Freezer - Newark	 	360 Avenue P	 	Newark	 	NJ	 	07105
	6	 	WFB	 	10 South LaSalle Street	 	10 South LaSalle Street	 	Chicago	 	IL	 	60603
	7	 	RMF	 	Hilton Wilmington/Christiana	 	100 Continental Drive	 	Newark	 	DE	 	19713
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	1000 Twin Dolphin Drive	 	Redwood City	 	CA	 	94065
	9	 	WFB	 	Cottonwood Shopping Center	 	3701-3741 Ellison Drive Northwest	 	Albuquerque	 	NM	 	87144
	10	 	WFB	 	PRA Health Sciences	 	9755 Ridge Drive	 	Lenexa	 	KS	 	66219
	11	 	RMF	 	Orlando Plaza Garage	 	189 South Orange Avenue	 	Orlando	 	FL	 	32801
	12	 	WFB	 	Northline Industrial Center	 	38481 West Huron River Drive	 	Romulus	 	MI	 	48174
	13	 	Basis 	 	Wilshire Plaza	 	715-759 Veterans Memorial Boulevard	 	Metairie	 	LA	 	70003
	14	 	Basis 	 	Northview Harbor Apartments	 	2625 Northvale Drive	 	Grand Rapids	 	MI	 	49525
	15	 	NCB	 	Gill Park Cooperative	 	810 West Grace Street	 	Chicago	 	IL	 	60613
	16	 	CIIICM	 	Tharp Retail Portfolio	 	Various	 	Various	 	IN	 	Various
	16.01	 	CIIICM	 	Belmont Center	 	2001-2035 West Washington Street	 	Indianapolis	 	IN	 	46222
	16.02	 	CIIICM	 	CSL Plasma Center	 	5550 East Washington Street	 	Indianapolis	 	IN	 	46204
	16.03	 	CIIICM	 	Emerson Center North	 	4820-4830 South Emerson Avenue	 	Indianapolis	 	IN	 	46203
	16.04	 	CIIICM	 	Shadeland Center	 	2045-2055 North Shadeland Avenue	 	Indianapolis	 	IN	 	46219
	16.05	 	CIIICM	 	Gateway Office Center	 	6340 Gateway Drive	 	Indianapolis	 	IN	 	46254
	16.06	 	CIIICM	 	Girls School Road Center	 	1215-1229 Girls School Road	 	Indianapolis	 	IN	 	46231
	16.07	 	CIIICM	 	Crawfordsville South Center	 	1560-1580 South US Highway 231	 	Crawfordsville	 	IN	 	47933
	16.08	 	CIIICM	 	National Road Center	 	3200-3230 National Road	 	Columbus	 	IN	 	47201
	17	 	WFB	 	South Creek Retail	 	15-85 & 95 Foothill Road	 	Reno	 	NV	 	89511
	18	 	RMF	 	Waterford Landing Apartments	 	1900 Waterford Landing	 	McDonough	 	GA	 	30253
	19	 	CIIICM	 	The Landings at 56th	 	5350 Cider Mill Lane	 	Indianapolis	 	IN	 	46226
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	1911-1929 Madison Avenue	 	New York	 	NY	 	10035
	21	 	WFB	 	Hampton Inn Suites Ontario	 	4500 East Mills Circle	 	Ontario	 	CA	 	91764
	22	 	WFB	 	Mission Bay Self Storage	 	20273 South State Road 7	 	Boca Raton	 	FL	 	33498
	23	 	RMF	 	Compass Self Storage Portfolio	 	Various	 	Various	 	Various	 	Various
	23.01	 	RMF	 	Compass Self Storage	 	900 North Krome Avenue	 	Florida	 	FL	 	33034
	23.02	 	RMF	 	ABM Self Storage	 	190 Route 173 West	 	Asbury	 	NJ	 	8802
	24	 	RMF	 	Marketplace at Rivergate	 	2125 Gallatin Pike North	 	Madison	 	TN	 	37115
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	Various	 	Various	 	Various	 	Various
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	1102 East 52nd Street	 	Indianapolis	 	IN	 	46205
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	10686 Loveland Madiera Road	 	Loveland	 	OH	 	45140
	26	 	WFB	 	Sequoia Center Building 1400	 	1400 North McDowell Boulevard	 	Petaluma	 	CA	 	94954
	27	 	Basis 	 	Pelham Commons	 	215 Pelham Road	 	Greenville	 	SC	 	29615
	28	 	WFB	 	Seminole Orange Plaza Center	 	15910 & 15940 Orange Boulevard	 	Loxahatchee	 	FL	 	33470
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	755 Petersburg Road	 	Hebron	 	KY	 	41048
	30	 	RMF	 	Walgreens Portfolio	 	Various	 	Various	 	Various	 	Various
	30.01	 	RMF	 	Walgreens - Claremore	 	601 West Will Rogers Boulevard	 	Claremore	 	OK	 	74017
	30.02	 	RMF	 	Walgreens - Rainbow	 	3434 Rainbow Drive	 	Rainbow	 	AL	 	35906
	31	 	RMF	 	Locker Room Portfolio	 	Various	 	Philadelphia	 	PA	 	Various
	31.01	 	RMF	 	Locker Room - 62nd Street	 	2231 South 62nd Street	 	Philadelphia	 	PA	 	19142
	31.02	 	RMF	 	Locker Room - Aramingo	 	4391 Aramingo Avenue	 	Philadelphia	 	PA	 	19124
	32	 	NCB	 	2 & 6 Terri Lane	 	2 & 6 Terri Lane	 	Burlington	 	NJ	 	08016
	33	 	WFB	 	Hampton Inn Carmel, IN	 	12197 North Meridian Street	 	Carmel	 	IN	 	46032
	34	 	WFB	 	San Bernardino Marketplace	 	263-275 East 9th Street	 	San Bernardino	 	CA	 	92410
	35	 	NCB	 	711 Shore Road Owners Corp.	 	711 Shore Road	 	Long Beach	 	NY	 	11561
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	440 East 79th Street	 	New York	 	NY	 	10075
	37	 	RMF	 	Summer Glen Apartments	 	6090 Terry Road	 	Jacksonville	 	FL	 	32216
	38	 	CIIICM	 	37600 Filbert Street	 	37600 Filbert Street	 	Newark	 	CA	 	94560
	39	 	RMF	 	Shea 70 Plaza	 	6949-6969 East Shea Boulevard	 	Scottsdale	 	AZ	 	85254
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	215 South Center Street & 210 East Third Street	 	Royal Oak	 	MI	 	48067


 






    	EXH. B-1



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Address	 	City	 	State	 	Zip Code
	41	 	WFB	 	Carson Building	 	1106 West Burnside Street	 	Portland	 	OR	 	97209
	42	 	RMF	 	Midtown Market 	 	6302 Highway 6	 	Missouri City	 	TX	 	77459
	43	 	WFB	 	Hy-Vee Waterloo	 	2181 Logan Avenue	 	Waterloo	 	IA	 	50703
	44	 	NCB	 	505 Central Avenue Corp.	 	505 Central Avenue	 	White Plains	 	NY	 	10530
	45	 	RMF	 	Wisconsin Retail Portfolio	 	Various	 	Various	 	WI	 	Various
	45.01	 	RMF	 	Wisconsin Rapids	 	2521 8th Street South	 	Wisconsin Rapids	 	WI	 	54494
	45.02	 	RMF	 	Kenosha	 	2304 18th Street	 	Kenosha	 	WI	 	53140
	45.03	 	RMF	 	Laona	 	4190 Pine Street	 	Laona	 	WI	 	54541
	45.04	 	RMF	 	Lakewood	 	15664 State Highway 32	 	Lakewood	 	WI	 	54138
	45.05	 	RMF	 	Chippewa Falls	 	25 West Central Street	 	Chippewa Falls	 	WI	 	54729
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	5367-5449 Roberts Road	 	Hilliard	 	OH	 	43026
	47	 	CIIICM	 	Quality Suites Hickory	 	1125 13th Avenue Drive Southeast	 	Hickory	 	NC	 	28602
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	1209 North Interstate 35	 	Round Rock	 	TX	 	78664
	49	 	NCB	 	65 West 95th Owners Corp.	 	65 West 95th Street	 	New York	 	NY	 	10025
	50	 	RMF	 	Carolina Village MHC	 	111 Universal Circle	 	Moyock	 	NC	 	27958
	51	 	RMF	 	Center Grove Estates	 	4377 West County Line Road	 	Greenwood	 	IN	 	46142
	52	 	NCB	 	Colorado Owners, Inc.	 	67-12 Yellowstone Boulevard	 	Forest Hills	 	NY	 	11375
	53	 	NCB	 	Congress Owners, Ltd. 	 	200-220 Congress Street	 	Brooklyn	 	NY	 	11201
	54	 	NCB	 	24535 Owners Corp.	 	245 East 35th Street	 	New York	 	NY	 	10016
	55	 	RMF	 	Storage Plus Self Storage	 	6456 Outer Loop	 	Louisville	 	KY	 	40228
	56	 	Basis 	 	4721 Calle Carga	 	4721 Calle Carga	 	Camarillo	 	CA	 	93012
	57	 	RMF	 	Comfort Suites Austin	 	13681 U.S. Highway 183 North	 	Austin	 	TX	 	78750
	58	 	WFB	 	Towne Storage-South Jordan	 	11297 South Redwood Road	 	South Jordan	 	UT	 	84095
	59	 	RMF	 	ACG Conlon Portfolio	 	Various	 	Various	 	Various	 	Various
	59.01	 	RMF	 	Southside MHC	 	4512 Reconciliation Drive	 	Raleigh	 	NC	 	27603
	59.02	 	RMF	 	Village Green MHC	 	7501 School Road	 	Cincinnati	 	OH	 	45242
	60	 	Basis 	 	Belle Promenade Shoppes	 	1700 Promenade Boulevard	 	Marrero	 	LA	 	70072
	61	 	RMF	 	Tops Plaza	 	450 West Avenue	 	Rochester	 	NY	 	14611
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	333 Bronx River Road	 	Yonkers	 	NY	 	10704
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	142-14/142-20 26th Avenue a/k/a 26-21 Union Street	 	Flushing	 	NY	 	11354
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	800 Riverside Drive	 	New York	 	NY	 	10032
	65	 	WFB	 	Emerson Plaza	 	5201-5249 East Thompson Road	 	Indianapolis	 	IN	 	46237
	66	 	NCB	 	Neighbors Emergency Center	 	5935 Highway 6	 	Houston	 	TX	 	77084
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	27, 37 & 47 North Central Avenue	 	Hartsdale	 	NY	 	10530
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	1670 South Green Street; 302 North Meridian Street	 	Brownsburg; Pittsboro	 	IN	 	46112; 46167
	69	 	NCB	 	Bandera at Woodlawn	 	919-949 Bandera Road	 	San Antonio	 	TX	 	78228
	70	 	RMF	 	Summit Marketplace	 	385 Crossing Drive	 	Lafayette	 	CO	 	80026
	71	 	NCB	 	Pelhamdale Manor Corp.	 	86-142 Robins Road; 1-79 Robins Crescent	 	New Rochelle	 	NY	 	10801
	72	 	WFB	 	Arlington Square-MI	 	3250 Washtenaw Avenue	 	Ann Arbor	 	MI	 	48104
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	33-01/33-45 90th Street a/k/a 99-02 Northern Boulevard, a/k/a 33-02/33-44 91st Avenue, a/k/a 90-01 34th Avenue	 	Jackson Heights	 	NY	 	11372
	74	 	WFB	 	Fort Totten Apartments	 	4818-4836 Fort Totten Drive Northeast	 	Washington	 	DC	 	20011
	75	 	CIIICM	 	The Oaks Plaza	 	3505 1st Street	 	Bradenton	 	FL	 	34208
	76	 	NCB	 	Lakefront 17 LLC	 	5570 Sterrett Place	 	Columbia	 	MD	 	21044
	77	 	NCB	 	Tara Close Apartments Corp.	 	77 Carpenter Avenue	 	Mount Kisco	 	NY	 	10549
	78	 	CIIICM	 	CVS Algonac	 	1025 Saint Clair River Drive	 	Algonac	 	MI	 	48001
	79	 	NCB	 	64th Apartment Corp.	 	102-18 64th Avenue a/k/a 102-17 64th Road	 	Forest Hills	 	NY	 	11375
	80	 	WFB	 	Rankin Industrial Buildings	 	1220-1270 Rankin Drive	 	Troy	 	MI	 	48083
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	3050 Fairfield Avenue	 	Bronx	 	NY	 	10463
	82	 	Basis 	 	Metro Woods Apartments	 	36915 Harper Avenue	 	Clinton Township	 	MI	 	48035
	83	 	NCB	 	285 Riverside Drive Corp.	 	285 Riverside Drive	 	New York	 	NY	 	10025
	84	 	WFB	 	Stonebrook Place Shopping Center	 	301 North Bolingbrook Drive	 	Bolingbrook	 	IL	 	60440
	85	 	CIIICM	 	Pecan Villa MHP	 	2040 Sens Road	 	La Porte	 	TX	 	77571
	86	 	WFB	 	Spring Hill Office II	 	322 Spring Hill Drive	 	Spring	 	TX	 	77386
	87	 	RMF	 	Walgreens - Houston	 	8808 Antoine	 	Houston	 	TX	 	77088
	88	 	WFB	 	M&M MHP	 	1508 Carroll Lane	 	Boulder City	 	NV	 	89005
	89	 	WFB	 	343 King Street	 	343 King Street	 	Charleston	 	SC	 	29401
	90	 	NCB	 	135 Willow Owners Corp.	 	135 Willow Street	 	Brooklyn	 	NY	 	11201
	91	 	RMF	 	Middlebury Self Storage	 	136 Exchange Street	 	Middlebury	 	VT	 	5753
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	14876 Washington Road	 	West Burlington	 	IA	 	52655
	93	 	WFB	 	3123 Fire Road	 	3123 Fire Road	 	Egg Harbor Township	 	NJ	 	08234
	94	 	CIIICM	 	Easy-Stor Self Storage	 	13038 US Highway 301	 	Dade City	 	FL	 	33525
	95	 	RMF	 	Secured Storage	 	4786 Route 30	 	Amsterdam 	 	NY	 	12010
	96	 	NCB	 	6535 Broadway Owners Corp.	 	6535 Broadway	 	Bronx	 	NY	 	10471
	97	 	NCB	 	16 Canterbury Corp.	 	16 Canterbury Road	 	Great Neck	 	NY	 	11021
	98	 	NCB	 	Hampton House Tenants Corp.	 	120 Morris Avenue	 	Rockville Centre	 	NY	 	11570
	99	 	RMF	 	Great Indoors Self Storage	 	235 Fairfield Avenue	 	Upper Darby	 	PA	 	19082
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	90 Eighth Avenue	 	Brooklyn	 	NY	 	11215
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	143-50 Barclay Avenue	 	Flushing	 	NY	 	11355
	102	 	NCB	 	Fairfax House Owners, Inc.	 	243 78th Street	 	Brooklyn	 	NY	 	11209
	103	 	CIIICM	 	Parkway Village Shopping Center	 	1806 Russell Parkway	 	Warner Robins	 	GA	 	31088
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	514 Pantigo Road a/k/a 514 Montauk Highway	 	East Hampton	 	NY	 	11937
	105	 	RMF	 	A1 Stateline Self Storage	 	242 Lafayette Road	 	Salisbury	 	MA	 	1952
	106	 	NCB	 	588 Main Avenue	 	588 Main Street	 	Norwalk	 	CT	 	06851
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	412 Munro Avenue	 	Mamaroneck	 	NY	 	10543
	108	 	NCB	 	Starbucks Plaza	 	5601 South Padre Island Drive	 	Corpus Christi	 	TX	 	78412
	109	 	CIIICM	 	Palm Bay Self Storage	 	1895 Palm Bay Road	 	Palm Bay	 	FL	 	32905
	110	 	NCB	 	Garden Hamilton, Inc.	 	101 2nd Street	 	Garden City	 	NY	 	11530
	111	 	NCB	 	Teliman Holding Corp.	 	100 Greene Street	 	New York	 	NY	 	10012
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	23-25 Sagamore Road	 	Bronxville	 	NY	 	10708


 






    	EXH. B-2



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	County	 	General Property Type	 	Number of Units	 	Unit of Measure	 	Original Principal Balance ($)	 	Cut-off Date Principal Balance ($)
	1	 	WFB	 	North Dallas Retail Portfolio	 	Various	 	Retail	 	673,382	 	Sq. Ft.	 	81,325,000.00	 	81,325,000.00
	1.01	 	WFB	 	Heritage Heights	 	Tarrant	 	Retail	 	85,613	 	Sq. Ft.	 	13,250,000.00	 	 
	1.02	 	WFB	 	The Highlands	 	Denton	 	Retail	 	90,547	 	Sq. Ft.	 	12,875,000.00	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	Denton	 	Retail	 	82,320	 	Sq. Ft.	 	12,100,000.00	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	Collin	 	Retail	 	93,547	 	Sq. Ft.	 	11,500,000.00	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	Denton	 	Retail	 	81,582	 	Sq. Ft.	 	9,200,000.00	 	 
	1.06	 	WFB	 	Park West Plaza	 	Tarrant	 	Retail	 	82,977	 	Sq. Ft.	 	9,000,000.00	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	Denton	 	Retail	 	77,367	 	Sq. Ft.	 	7,700,000.00	 	 
	1.08	 	WFB	 	14th Street Market	 	Collin	 	Retail	 	79,429	 	Sq. Ft.	 	5,700,000.00	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	Suffolk	 	Hospitality	 	369	 	Rooms	 	59,000,000.00	 	59,000,000.00
	3	 	WFB	 	Technology Station	 	San Mateo	 	Office	 	94,737	 	Sq. Ft.	 	50,000,000.00	 	50,000,000.00
	4	 	WFB	 	Chicago Industrial Portfolio I	 	Various	 	Industrial	 	1,052,310	 	Sq. Ft.	 	44,200,000.00	 	44,200,000.00
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	Lake	 	Industrial	 	112,810	 	Sq. Ft.	 	4,668,372.00	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	Cook	 	Industrial	 	115,000	 	Sq. Ft.	 	4,194,241.00	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	Cook	 	Industrial	 	123,386	 	Sq. Ft.	 	4,121,297.00	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	DuPage	 	Industrial	 	85,608	 	Sq. Ft.	 	3,647,166.00	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	Cook	 	Industrial	 	41,000	 	Sq. Ft.	 	3,406,453.00	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	Lake	 	Industrial	 	72,600	 	Sq. Ft.	 	3,245,977.00	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	Will	 	Industrial	 	62,305	 	Sq. Ft.	 	2,844,789.00	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	DuPage	 	Industrial	 	74,408	 	Sq. Ft.	 	2,523,839.00	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	Cook	 	Industrial	 	86,200	 	Sq. Ft.	 	2,334,186.00	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	DuPage	 	Industrial	 	46,000	 	Sq. Ft.	 	2,261,243.00	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	DuPage	 	Industrial	 	46,000	 	Sq. Ft.	 	2,188,299.00	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	Cook	 	Industrial	 	31,931	 	Sq. Ft.	 	1,954,881.00	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	DuPage	 	Industrial	 	37,540	 	Sq. Ft.	 	1,838,171.00	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	Lake	 	Industrial	 	44,104	 	Sq. Ft.	 	1,568,281.00	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	Kane	 	Industrial	 	20,792	 	Sq. Ft.	 	970,146.00	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	Kenosha	 	Industrial	 	20,000	 	Sq. Ft.	 	930,027.00	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	DuPage	 	Industrial	 	17,441	 	Sq. Ft.	 	882,614.00	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	Cook	 	Industrial	 	15,185	 	Sq. Ft.	 	620,018.00	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	Essex	 	Industrial	 	197,336	 	Sq. Ft.	 	36,200,000.00	 	36,200,000.00
	6	 	WFB	 	10 South LaSalle Street	 	Cook	 	Office	 	781,426	 	Sq. Ft.	 	30,000,000.00	 	30,000,000.00
	7	 	RMF	 	Hilton Wilmington/Christiana	 	New Castle	 	Hospitality	 	266	 	Rooms	 	29,000,000.00	 	29,000,000.00
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	San Mateo	 	Hospitality	 	95	 	Rooms	 	25,000,000.00	 	24,975,985.59
	9	 	WFB	 	Cottonwood Shopping Center	 	Bernalillo	 	Retail	 	188,887	 	Sq. Ft.	 	21,075,000.00	 	21,075,000.00
	10	 	WFB	 	PRA Health Sciences	 	Johnson	 	Office	 	142,679	 	Sq. Ft.	 	21,000,000.00	 	21,000,000.00
	11	 	RMF	 	Orlando Plaza Garage	 	Orange	 	Other	 	1,133	 	Spaces	 	21,000,000.00	 	20,978,205.55
	12	 	WFB	 	Northline Industrial Center	 	Wayne	 	Industrial	 	1,089,312	 	Sq. Ft.	 	20,000,000.00	 	20,000,000.00
	13	 	Basis 	 	Wilshire Plaza	 	Jefferson	 	Retail	 	121,709	 	Sq. Ft.	 	19,300,000.00	 	19,280,207.08
	14	 	Basis 	 	Northview Harbor Apartments	 	Kent	 	Multifamily	 	360	 	Units	 	18,500,000.00	 	18,480,248.17
	15	 	NCB	 	Gill Park Cooperative	 	Cook	 	Multifamily	 	260	 	Units	 	17,965,034.00	 	17,965,034.00
	16	 	CIIICM	 	Tharp Retail Portfolio	 	Various	 	Various	 	144,192	 	Sq. Ft.	 	16,089,000.00	 	16,073,085.44
	16.01	 	CIIICM	 	Belmont Center	 	Marion	 	Retail	 	37,638	 	Sq. Ft.	 	3,911,000.00	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	Marion	 	Office	 	15,085	 	Sq. Ft.	 	3,498,000.00	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	Marion	 	Mixed Use	 	37,620	 	Sq. Ft.	 	2,385,000.00	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	Marion	 	Retail	 	6,351	 	Sq. Ft.	 	1,494,000.00	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	Marion	 	Office	 	21,298	 	Sq. Ft.	 	1,494,000.00	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	Hendricks	 	Retail	 	13,700	 	Sq. Ft.	 	1,367,000.00	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	Montgomery	 	Retail	 	4,356	 	Sq. Ft.	 	1,113,000.00	 	 
	16.08	 	CIIICM	 	National Road Center	 	Bartholomew	 	Retail	 	8,144	 	Sq. Ft.	 	827,000.00	 	 
	17	 	WFB	 	South Creek Retail	 	Washoe	 	Retail	 	59,590	 	Sq. Ft.	 	15,500,000.00	 	15,500,000.00
	18	 	RMF	 	Waterford Landing Apartments	 	Henry	 	Multifamily	 	260	 	Units	 	15,500,000.00	 	15,500,000.00
	19	 	CIIICM	 	The Landings at 56th	 	Marion County	 	Multifamily	 	378	 	Units	 	15,200,000.00	 	15,200,000.00
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	New York	 	Multifamily	 	154	 	Units	 	13,500,000.00	 	13,443,891.97
	21	 	WFB	 	Hampton Inn Suites Ontario	 	San Bernardino	 	Hospitality	 	91	 	Rooms	 	12,600,000.00	 	12,572,272.98
	22	 	WFB	 	Mission Bay Self Storage	 	Palm Beach	 	Self Storage	 	82,075	 	Sq. Ft.	 	11,100,000.00	 	11,100,000.00
	23	 	RMF	 	Compass Self Storage Portfolio	 	Various	 	Self Storage	 	109,697	 	Sq. Ft.	 	10,825,000.00	 	10,825,000.00
	23.01	 	RMF	 	Compass Self Storage	 	Miami-Dade	 	Self Storage	 	54,635	 	Sq. Ft.	 	6,851,265.82	 	 
	23.02	 	RMF	 	ABM Self Storage	 	Hunterdon	 	Self Storage	 	55,062	 	Sq. Ft.	 	3,973,734.18	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	Davidson	 	Retail	 	111,460	 	Sq. Ft.	 	9,500,000.00	 	9,500,000.00
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	Various	 	Self Storage	 	136,735	 	Sq. Ft.	 	9,496,000.00	 	9,496,000.00
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	Marion	 	Self Storage	 	71,850	 	Sq. Ft.	 	5,970,000.00	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	Hamilton	 	Self Storage	 	64,885	 	Sq. Ft.	 	3,526,000.00	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	Sonoma	 	Office	 	72,000	 	Sq. Ft.	 	9,230,000.00	 	9,230,000.00
	27	 	Basis 	 	Pelham Commons	 	Greenville	 	Retail	 	76,541	 	Sq. Ft.	 	8,950,000.00	 	8,941,466.15
	28	 	WFB	 	Seminole Orange Plaza Center	 	Palm Beach	 	Retail	 	19,581	 	Sq. Ft.	 	8,500,000.00	 	8,500,000.00
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	Boone	 	Hospitality	 	83	 	Rooms	 	8,500,000.00	 	8,490,967.38
	30	 	RMF	 	Walgreens Portfolio	 	Various	 	Retail	 	29,050	 	Sq. Ft.	 	8,500,000.00	 	8,471,717.16
	30.01	 	RMF	 	Walgreens - Claremore	 	Rogers	 	Retail	 	14,490	 	Sq. Ft.	 	4,761,410.79	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	Etowah	 	Retail	 	14,560	 	Sq. Ft.	 	3,738,589.21	 	 
	31	 	RMF	 	Locker Room Portfolio	 	Philadelphia	 	Self Storage	 	95,970	 	Sq. Ft.	 	8,130,000.00	 	8,130,000.00
	31.01	 	RMF	 	Locker Room - 62nd Street	 	Philadelphia	 	Self Storage	 	47,400	 	Sq. Ft.	 	4,530,000.00	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	Philadelphia	 	Self Storage	 	48,570	 	Sq. Ft.	 	3,600,000.00	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	Burlington	 	Office	 	84,374	 	Sq. Ft.	 	7,700,000.00	 	7,638,503.21
	33	 	WFB	 	Hampton Inn Carmel, IN	 	Hamilton	 	Hospitality	 	103	 	Rooms	 	7,500,000.00	 	7,475,269.40
	34	 	WFB	 	San Bernardino Marketplace	 	San Bernardino	 	Retail	 	58,740	 	Sq. Ft.	 	7,440,000.00	 	7,440,000.00
	35	 	NCB	 	711 Shore Road Owners Corp.	 	Nassau	 	Multifamily	 	84	 	Units	 	7,000,000.00	 	6,971,138.88
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	New York	 	Multifamily	 	202	 	Units	 	6,500,000.00	 	6,481,744.72
	37	 	RMF	 	Summer Glen Apartments	 	Duval	 	Multifamily	 	135	 	Units	 	6,150,000.00	 	6,137,297.52
	38	 	CIIICM	 	37600 Filbert Street	 	Alameda	 	Mixed Use	 	60,048	 	Sq. Ft.	 	6,000,000.00	 	5,987,577.82
	39	 	RMF	 	Shea 70 Plaza	 	Maricopa	 	Retail	 	33,615	 	Sq. Ft.	 	5,900,000.00	 	5,900,000.00
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	Oakland	 	Mixed Use	 	49,344	 	Sq. Ft.	 	5,850,000.00	 	5,836,675.32


 






    	EXH. B-3



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	County	 	General Property Type	 	Number of Units	 	Unit of Measure	 	Original Principal Balance ($)	 	Cut-off Date Principal Balance ($)
	41	 	WFB	 	Carson Building	 	Multnomah	 	Mixed Use	 	28,686	 	Sq. Ft.	 	5,525,000.00	 	5,519,225.02
	42	 	RMF	 	Midtown Market 	 	Fort Bend	 	Retail	 	32,465	 	Sq. Ft.	 	5,300,000.00	 	5,300,000.00
	43	 	WFB	 	Hy-Vee Waterloo	 	Black Hawk	 	Retail	 	48,258	 	Sq. Ft.	 	5,300,000.00	 	5,288,631.88
	44	 	NCB	 	505 Central Avenue Corp.	 	Westchester	 	Multifamily	 	156	 	Units	 	5,200,000.00	 	5,185,759.39
	45	 	RMF	 	Wisconsin Retail Portfolio	 	Various	 	Retail	 	86,310	 	Sq. Ft.	 	5,200,000.00	 	5,184,190.16
	45.01	 	RMF	 	Wisconsin Rapids	 	Wood	 	Retail	 	50,633	 	Sq. Ft.	 	2,455,000.00	 	 
	45.02	 	RMF	 	Kenosha	 	Kenosha	 	Retail	 	10,297	 	Sq. Ft.	 	1,415,000.00	 	 
	45.03	 	RMF	 	Laona	 	Forest	 	Retail	 	9,090	 	Sq. Ft.	 	510,000.00	 	 
	45.04	 	RMF	 	Lakewood	 	Oconto	 	Retail	 	9,090	 	Sq. Ft.	 	465,000.00	 	 
	45.05	 	RMF	 	Chippewa Falls	 	Chippewa	 	Retail	 	7,200	 	Sq. Ft.	 	355,000.00	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	Franklin	 	Retail	 	78,411	 	Sq. Ft.	 	5,000,000.00	 	4,995,042.20
	47	 	CIIICM	 	Quality Suites Hickory	 	Catawba	 	Hospitality	 	116	 	Rooms	 	5,000,000.00	 	4,934,692.83
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	Williamson	 	Hospitality	 	100	 	Rooms	 	4,800,000.00	 	4,789,967.51
	49	 	NCB	 	65 West 95th Owners Corp.	 	New York	 	Multifamily	 	62	 	Units	 	4,750,000.00	 	4,743,479.18
	50	 	RMF	 	Carolina Village MHC	 	Currituck	 	Manufactured Housing Community	 	162	 	Pads	 	4,700,000.00	 	4,700,000.00
	51	 	RMF	 	Center Grove Estates	 	Johnson	 	Manufactured Housing Community	 	323	 	Pads	 	4,650,000.00	 	4,636,657.97
	52	 	NCB	 	Colorado Owners, Inc.	 	Queens	 	Multifamily	 	136	 	Units	 	4,500,000.00	 	4,489,036.45
	53	 	NCB	 	Congress Owners, Ltd. 	 	Kings	 	Multifamily	 	108	 	Units	 	4,500,000.00	 	4,480,769.36
	54	 	NCB	 	24535 Owners Corp.	 	New York	 	Multifamily	 	109	 	Units	 	4,450,000.00	 	4,443,942.51
	55	 	RMF	 	Storage Plus Self Storage	 	Jefferson	 	Self Storage	 	64,508	 	Sq. Ft.	 	4,430,000.00	 	4,430,000.00
	56	 	Basis 	 	4721 Calle Carga	 	Ventura	 	Industrial	 	63,789	 	Sq. Ft.	 	4,300,000.00	 	4,300,000.00
	57	 	RMF	 	Comfort Suites Austin	 	Williamson	 	Hospitality	 	65	 	Rooms	 	4,300,000.00	 	4,280,632.79
	58	 	WFB	 	Towne Storage-South Jordan	 	Salt Lake	 	Self Storage	 	65,675	 	Sq. Ft.	 	4,200,000.00	 	4,200,000.00
	59	 	RMF	 	ACG Conlon Portfolio	 	Various	 	Manufactured Housing Community	 	196	 	Pads	 	4,100,000.00	 	4,091,328.81
	59.01	 	RMF	 	Southside MHC	 	Wake	 	Manufactured Housing Community	 	100	 	Pads	 	2,330,676.00	 	 
	59.02	 	RMF	 	Village Green MHC	 	Hamilton	 	Manufactured Housing Community	 	96	 	Pads	 	1,769,324.00	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	Jefferson	 	Retail	 	39,700	 	Sq. Ft.	 	4,000,000.00	 	3,996,091.23
	61	 	RMF	 	Tops Plaza	 	Monroe	 	Retail	 	53,700	 	Sq. Ft.	 	4,000,000.00	 	3,995,946.67
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	Westchester	 	Multifamily	 	163	 	Units	 	4,000,000.00	 	3,985,229.14
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	Queens	 	Multifamily	 	384	 	Units	 	4,000,000.00	 	3,983,705.47
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	New York	 	Multifamily	 	81	 	Units	 	4,000,000.00	 	3,982,324.81
	65	 	WFB	 	Emerson Plaza	 	Marion	 	Retail	 	82,087	 	Sq. Ft.	 	3,937,500.00	 	3,928,449.44
	66	 	NCB	 	Neighbors Emergency Center	 	Harris	 	Office	 	15,000	 	Sq. Ft.	 	3,950,000.00	 	3,910,402.18
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	Westchester	 	Multifamily	 	74	 	Units	 	3,750,000.00	 	3,739,665.14
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	Hendricks	 	Self Storage	 	63,550	 	Sq. Ft.	 	3,700,000.00	 	3,700,000.00
	69	 	NCB	 	Bandera at Woodlawn	 	Bexar	 	Retail	 	32,393	 	Sq. Ft.	 	3,660,000.00	 	3,660,000.00
	70	 	RMF	 	Summit Marketplace	 	Boulder	 	Retail	 	14,339	 	Sq. Ft.	 	3,600,000.00	 	3,600,000.00
	71	 	NCB	 	Pelhamdale Manor Corp.	 	Westchester	 	Multifamily	 	86	 	Units	 	3,600,000.00	 	3,595,151.34
	72	 	WFB	 	Arlington Square-MI	 	Washtenaw	 	Mixed Use	 	45,561	 	Sq. Ft.	 	3,600,000.00	 	3,591,818.89
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	Queens	 	Multifamily	 	358	 	Units	 	3,500,000.00	 	3,494,694.60
	74	 	WFB	 	Fort Totten Apartments	 	District of Columbia	 	Multifamily	 	84	 	Units	 	3,500,000.00	 	3,491,576.34
	75	 	CIIICM	 	The Oaks Plaza	 	Manatee	 	Retail	 	29,698	 	Sq. Ft.	 	3,500,000.00	 	3,484,262.81
	76	 	NCB	 	Lakefront 17 LLC	 	Howard	 	Office	 	32,358	 	Sq. Ft.	 	3,400,000.00	 	3,400,000.00
	77	 	NCB	 	Tara Close Apartments Corp.	 	Westchester	 	Multifamily	 	99	 	Units	 	3,400,000.00	 	3,372,051.07
	78	 	CIIICM	 	CVS Algonac	 	Saint Clair	 	Retail	 	13,013	 	Sq. Ft.	 	3,200,000.00	 	3,196,796.15
	79	 	NCB	 	64th Apartment Corp.	 	Queens	 	Multifamily	 	119	 	Units	 	3,100,000.00	 	3,095,300.94
	80	 	WFB	 	Rankin Industrial Buildings	 	Oakland	 	Industrial	 	125,595	 	Sq. Ft.	 	3,100,000.00	 	3,093,035.31
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	Bronx	 	Multifamily	 	72	 	Units	 	3,000,000.00	 	2,997,722.78
	82	 	Basis 	 	Metro Woods Apartments	 	Macomb	 	Multifamily	 	146	 	Units	 	3,000,000.00	 	2,989,579.79
	83	 	NCB	 	285 Riverside Drive Corp.	 	New York	 	Multifamily	 	86	 	Units	 	2,800,000.00	 	2,788,199.25
	84	 	WFB	 	Stonebrook Place Shopping Center	 	Will	 	Retail	 	18,667	 	Sq. Ft.	 	2,600,000.00	 	2,600,000.00
	85	 	CIIICM	 	Pecan Villa MHP	 	Harris	 	Manufactured Housing Community	 	122	 	Pads	 	2,500,000.00	 	2,497,598.56
	86	 	WFB	 	Spring Hill Office II	 	Montgomery	 	Office	 	20,227	 	Sq. Ft.	 	2,420,000.00	 	2,420,000.00
	87	 	RMF	 	Walgreens - Houston	 	Harris	 	Retail	 	14,560	 	Sq. Ft.	 	2,250,000.00	 	2,242,513.38
	88	 	WFB	 	M&M MHP	 	Clark	 	Manufactured Housing Community	 	52	 	Pads	 	2,085,000.00	 	2,082,805.14
	89	 	WFB	 	343 King Street	 	Charleston	 	Retail	 	2,809	 	Sq. Ft.	 	2,000,000.00	 	1,997,914.46
	90	 	NCB	 	135 Willow Owners Corp.	 	Kings	 	Multifamily	 	99	 	Units	 	2,000,000.00	 	1,994,499.69
	91	 	RMF	 	Middlebury Self Storage	 	Addison	 	Self Storage	 	41,400	 	Sq. Ft.	 	1,950,000.00	 	1,950,000.00
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	Des Moines	 	Manufactured Housing Community	 	275	 	Pads	 	1,950,000.00	 	1,946,060.11
	93	 	WFB	 	3123 Fire Road	 	Atlantic	 	Retail	 	13,500	 	Sq. Ft.	 	1,950,000.00	 	1,943,815.55
	94	 	CIIICM	 	Easy-Stor Self Storage	 	Pasco	 	Self Storage	 	52,125	 	Sq. Ft.	 	1,935,000.00	 	1,935,000.00
	95	 	RMF	 	Secured Storage	 	Montgomery	 	Mixed Use	 	36,690	 	Sq. Ft.	 	1,820,000.00	 	1,820,000.00
	96	 	NCB	 	6535 Broadway Owners Corp.	 	Bronx	 	Multifamily	 	60	 	Units	 	1,800,000.00	 	1,800,000.00
	97	 	NCB	 	16 Canterbury Corp.	 	Nassau	 	Multifamily	 	44	 	Units	 	1,800,000.00	 	1,797,596.27
	98	 	NCB	 	Hampton House Tenants Corp.	 	Nassau	 	Multifamily	 	61	 	Units	 	1,800,000.00	 	1,792,518.93
	99	 	RMF	 	Great Indoors Self Storage	 	Delaware	 	Self Storage	 	25,366	 	Sq. Ft.	 	1,780,000.00	 	1,780,000.00
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	Kings	 	Multifamily	 	56	 	Units	 	1,700,000.00	 	1,697,705.47
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	Queens	 	Multifamily	 	48	 	Units	 	1,650,000.00	 	1,647,829.39
	102	 	NCB	 	Fairfax House Owners, Inc.	 	Kings	 	Multifamily	 	59	 	Units	 	1,600,000.00	 	1,595,691.93
	103	 	CIIICM	 	Parkway Village Shopping Center	 	Houston	 	Retail	 	22,286	 	Sq. Ft.	 	1,570,000.00	 	1,564,843.54
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	Suffolk	 	Multifamily	 	48	 	Units	 	1,500,000.00	 	1,495,848.62
	105	 	RMF	 	A1 Stateline Self Storage	 	Essex	 	Self Storage	 	26,700	 	Sq. Ft.	 	1,450,000.00	 	1,450,000.00
	106	 	NCB	 	588 Main Avenue	 	Fairfield	 	Retail	 	5,732	 	Sq. Ft.	 	1,400,000.00	 	1,390,877.30
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	Westchester	 	Multifamily	 	36	 	Units	 	1,300,000.00	 	1,294,564.56
	108	 	NCB	 	Starbucks Plaza	 	Nueces	 	Retail	 	7,831	 	Sq. Ft.	 	1,300,000.00	 	1,293,540.36
	109	 	CIIICM	 	Palm Bay Self Storage	 	Brevard	 	Self Storage	 	27,300	 	Sq. Ft.	 	1,273,000.00	 	1,273,000.00
	110	 	NCB	 	Garden Hamilton, Inc.	 	Nassau	 	Multifamily	 	36	 	Units	 	1,200,000.00	 	1,196,816.84
	111	 	NCB	 	Teliman Holding Corp.	 	New York	 	Multifamily	 	4	 	Units	 	1,100,000.00	 	1,096,777.85
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	Westchester	 	Multifamily	 	27	 	Units	 	1,000,000.00	 	994,295.30


 






    	EXH. B-4



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Loan Amortization Type	 	Monthly P&I Payment ($)	 	Interest Accrual Basis	 	Mortgage Rate	 	Administrative Cost Rate	 	Net Mortgage Rate	 	Due Date
	1	 	WFB	 	North Dallas Retail Portfolio	 	Interest-only, Balloon	 	317,630.60 	 	Actual/360	 	4.610000%	 	0.015397%	 	4.594603%	 	11
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	Interest-only, Amortizing Balloon	 	402,510.01 	 	Actual/360	 	5.120000%	 	0.015397%	 	5.104603%	 	6
	3	 	WFB	 	Technology Station	 	Interest-only, Amortizing Balloon	 	240,729.84 	 	Actual/360	 	4.070000%	 	0.015397%	 	4.054603%	 	11
	4	 	WFB	 	Chicago Industrial Portfolio I	 	Interest-only, Amortizing Balloon	 	242,980.13 	 	Actual/360	 	5.210000%	 	0.015397%	 	5.194603%	 	11
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	Interest-only, Balloon	 	144,759.78 	 	Actual/360	 	4.720000%	 	0.015397%	 	4.704603%	 	11
	6	 	WFB	 	10 South LaSalle Street	 	Interest-only, Balloon	 	112,595.83 	 	Actual/360	 	4.430000%	 	0.015397%	 	4.414603%	 	11
	7	 	RMF	 	Hilton Wilmington/Christiana	 	Interest-only, Amortizing Balloon	 	147,801.55 	 	Actual/360	 	4.550000%	 	0.015397%	 	4.534603%	 	6
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	Amortizing Balloon	 	140,694.97 	 	Actual/360	 	5.420000%	 	0.015397%	 	5.404603%	 	5
	9	 	WFB	 	Cottonwood Shopping Center	 	Interest-only, Amortizing Balloon	 	111,722.59 	 	Actual/360	 	4.890000%	 	0.015397%	 	4.874603%	 	11
	10	 	WFB	 	PRA Health Sciences	 	Interest-only, Amortizing Balloon	 	108,535.60 	 	Actual/360	 	4.670000%	 	0.015397%	 	4.654603%	 	11
	11	 	RMF	 	Orlando Plaza Garage	 	Amortizing Balloon	 	114,019.45 	 	Actual/360	 	5.100000%	 	0.015397%	 	5.084603%	 	6
	12	 	WFB	 	Northline Industrial Center	 	Interest-only, Amortizing Balloon	 	101,932.10 	 	Actual/360	 	4.550000%	 	0.042897%	 	4.507103%	 	11
	13	 	Basis 	 	Wilshire Plaza	 	Amortizing Balloon	 	105,383.06 	 	Actual/360	 	5.150000%	 	0.015397%	 	5.134603%	 	1
	14	 	Basis 	 	Northview Harbor Apartments	 	Interest-only, Amortizing Balloon	 	99,086.00 	 	Actual/360	 	4.980000%	 	0.015397%	 	4.964603%	 	1
	15	 	NCB	 	Gill Park Cooperative	 	Interest-only, Amortizing Balloon	 	137,156.02 	 	Actual/360	 	4.470000%	 	0.090397%	 	4.379603%	 	1
	16	 	CIIICM	 	Tharp Retail Portfolio	 	Amortizing Balloon	 	89,342.97 	 	Actual/360	 	5.300000%	 	0.015397%	 	5.284603%	 	1
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	Interest-only, Amortizing Balloon	 	80,761.94 	 	Actual/360	 	4.740000%	 	0.015397%	 	4.724603%	 	11
	18	 	RMF	 	Waterford Landing Apartments	 	Interest-only, Amortizing Balloon	 	81,510.61 	 	Actual/360	 	4.820000%	 	0.015397%	 	4.804603%	 	6
	19	 	CIIICM	 	The Landings at 56th	 	Interest-only, Amortizing Balloon	 	83,934.96 	 	Actual/360	 	5.250000%	 	0.015397%	 	5.234603%	 	1
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	Amortizing Balloon	 	64,062.53 	 	Actual/360	 	3.950000%	 	0.090397%	 	3.859603%	 	1
	21	 	WFB	 	Hampton Inn Suites Ontario	 	Amortizing Balloon	 	66,565.56 	 	Actual/360	 	4.860000%	 	0.015397%	 	4.844603%	 	11
	22	 	WFB	 	Mission Bay Self Storage	 	Interest-only, Amortizing Balloon	 	58,372.12 	 	Actual/360	 	4.820000%	 	0.015397%	 	4.804603%	 	11
	23	 	RMF	 	Compass Self Storage Portfolio	 	Interest-only, Amortizing Balloon	 	57,912.63 	 	Actual/360	 	4.970000%	 	0.062897%	 	4.907103%	 	6
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	Interest-only, Amortizing Balloon	 	48,814.83 	 	Actual/360	 	4.620000%	 	0.015397%	 	4.604603%	 	6
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	Interest-only, Amortizing Balloon	 	48,397.36 	 	Actual/360	 	4.550000%	 	0.015397%	 	4.534603%	 	1
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	Interest-only, Amortizing Balloon	 	49,548.64 	 	Actual/360	 	5.000000%	 	0.015397%	 	4.984603%	 	11
	27	 	Basis 	 	Pelham Commons	 	Amortizing Balloon	 	50,536.70 	 	Actual/360	 	5.450000%	 	0.015397%	 	5.434603%	 	1
	28	 	WFB	 	Seminole Orange Plaza Center	 	Interest-only, Amortizing Balloon	 	44,033.14 	 	Actual/360	 	4.690000%	 	0.052897%	 	4.637103%	 	11
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	Amortizing Balloon	 	45,629.84 	 	Actual/360	 	5.000000%	 	0.015397%	 	4.984603%	 	1
	30	 	RMF	 	Walgreens Portfolio	 	Amortizing Balloon	 	45,733.79 	 	Actual/360	 	5.020000%	 	0.015397%	 	5.004603%	 	6
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	Interest-only, Amortizing Balloon	 	42,802.84 	 	Actual/360	 	4.830000%	 	0.015397%	 	4.814603%	 	6
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	Amortizing Balloon	 	40,865.96 	 	Actual/360	 	4.900000%	 	0.090397%	 	4.809603%	 	1
	33	 	WFB	 	Hampton Inn Carmel, IN	 	Amortizing Balloon	 	42,242.78 	 	Actual/360	 	4.630000%	 	0.015397%	 	4.614603%	 	11
	34	 	WFB	 	San Bernardino Marketplace	 	Interest-only, Amortizing Balloon	 	39,531.30 	 	Actual/360	 	4.910000%	 	0.015397%	 	4.894603%	 	11
	35	 	NCB	 	711 Shore Road Owners Corp.	 	Amortizing Balloon	 	33,378.73 	 	Actual/360	 	3.990000%	 	0.090397%	 	3.899603%	 	1
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	Amortizing Balloon	 	30,102.51 	 	Actual/360	 	3.750000%	 	0.090397%	 	3.659603%	 	1
	37	 	RMF	 	Summer Glen Apartments	 	Amortizing Balloon	 	33,504.87 	 	Actual/360	 	5.130000%	 	0.015397%	 	5.114603%	 	6
	38	 	CIIICM	 	37600 Filbert Street	 	Amortizing Balloon	 	32,650.76 	 	Actual/360	 	5.120000%	 	0.015397%	 	5.104603%	 	5
	39	 	RMF	 	Shea 70 Plaza	 	Interest-only, Amortizing Balloon	 	32,324.69 	 	Actual/360	 	5.180000%	 	0.015397%	 	5.164603%	 	6
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	Amortizing Balloon	 	30,375.48 	 	Actual/360	 	4.710000%	 	0.072897%	 	4.637103%	 	11


 






    	EXH. B-5



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Loan Amortization Type	 	Monthly P&I Payment ($)	 	Interest Accrual Basis	 	Mortgage Rate	 	Administrative Cost Rate	 	Net Mortgage Rate	 	Due Date
	41	 	WFB	 	Carson Building	 	Amortizing Balloon	 	29,896.21 	 	Actual/360	 	5.070000%	 	0.015397%	 	5.054603%	 	11
	42	 	RMF	 	Midtown Market 	 	Interest-only, Amortizing Balloon	 	28,128.52 	 	Actual/360	 	4.900000%	 	0.015397%	 	4.884603%	 	6
	43	 	WFB	 	Hy-Vee Waterloo	 	Amortizing Balloon, ARD	 	28,354.45 	 	Actual/360	 	4.970000%	 	0.015397%	 	4.954603%	 	11
	44	 	NCB	 	505 Central Avenue Corp.	 	Amortizing Balloon	 	24,437.46 	 	Actual/360	 	3.870000%	 	0.090397%	 	3.779603%	 	1
	45	 	RMF	 	Wisconsin Retail Portfolio	 	Amortizing Balloon	 	29,297.05 	 	Actual/360	 	5.430000%	 	0.015397%	 	5.414603%	 	6
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	Amortizing Balloon	 	27,734.19 	 	Actual/360	 	5.290000%	 	0.015397%	 	5.274603%	 	1
	47	 	CIIICM	 	Quality Suites Hickory	 	Amortizing Balloon	 	29,054.98 	 	Actual/360	 	4.940000%	 	0.015397%	 	4.924603%	 	1
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	Amortizing Balloon	 	26,002.63 	 	Actual/360	 	5.080000%	 	0.015397%	 	5.064603%	 	6
	49	 	NCB	 	65 West 95th Owners Corp.	 	Amortizing Balloon	 	22,268.39 	 	Actual/360	 	3.850000%	 	0.090397%	 	3.759603%	 	1
	50	 	RMF	 	Carolina Village MHC	 	Interest-only, Amortizing Balloon	 	25,345.64 	 	Actual/360	 	5.040000%	 	0.015397%	 	5.024603%	 	6
	51	 	RMF	 	Center Grove Estates	 	Amortizing Balloon	 	28,278.04 	 	Actual/360	 	5.400000%	 	0.015397%	 	5.384603%	 	6
	52	 	NCB	 	Colorado Owners, Inc.	 	Amortizing Balloon	 	18,361.93 	 	Actual/360	 	3.840000%	 	0.090397%	 	3.749603%	 	1
	53	 	NCB	 	Congress Owners, Ltd. 	 	Amortizing Balloon	 	20,993.71 	 	Actual/360	 	3.810000%	 	0.090397%	 	3.719603%	 	1
	54	 	NCB	 	24535 Owners Corp.	 	Amortizing Balloon	 	20,963.75 	 	Actual/360	 	3.890000%	 	0.090397%	 	3.799603%	 	1
	55	 	RMF	 	Storage Plus Self Storage	 	Interest-only, Amortizing Balloon	 	23,592.04 	 	Actual/360	 	4.930000%	 	0.015397%	 	4.914603%	 	6
	56	 	Basis 	 	4721 Calle Carga	 	Interest-only, Amortizing Balloon	 	23,904.81 	 	Actual/360	 	5.310000%	 	0.015397%	 	5.294603%	 	1
	57	 	RMF	 	Comfort Suites Austin	 	Amortizing Balloon	 	26,021.96 	 	Actual/360	 	5.350000%	 	0.015397%	 	5.334603%	 	6
	58	 	WFB	 	Towne Storage-South Jordan	 	Interest-only, Amortizing Balloon	 	22,443.95 	 	Actual/360	 	4.960000%	 	0.015397%	 	4.944603%	 	11
	59	 	RMF	 	ACG Conlon Portfolio	 	Amortizing Balloon	 	22,084.92 	 	Actual/360	 	5.030000%	 	0.015397%	 	5.014603%	 	6
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	Amortizing Balloon	 	22,336.55 	 	Actual/360	 	5.350000%	 	0.015397%	 	5.334603%	 	1
	61	 	RMF	 	Tops Plaza	 	Amortizing Balloon	 	21,964.44 	 	Actual/360	 	5.200000%	 	0.015397%	 	5.184603%	 	6
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	Amortizing Balloon	 	21,047.27 	 	Actual/360	 	3.970000%	 	0.090397%	 	3.879603%	 	1
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	Amortizing Balloon	 	19,212.09 	 	Actual/360	 	4.050000%	 	0.090397%	 	3.959603%	 	1
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	Amortizing Balloon	 	18,275.84 	 	Actual/360	 	3.640000%	 	0.090397%	 	3.549603%	 	1
	65	 	WFB	 	Emerson Plaza	 	Amortizing Balloon	 	20,350.42 	 	Actual/360	 	4.670000%	 	0.015397%	 	4.654603%	 	11
	66	 	NCB	 	Neighbors Emergency Center	 	Amortizing Balloon	 	20,037.55 	 	Actual/360	 	4.510000%	 	0.090397%	 	4.419603%	 	1
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	Amortizing Balloon	 	17,558.90 	 	Actual/360	 	3.840000%	 	0.090397%	 	3.749603%	 	1
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	Interest-only, Amortizing Balloon	 	18,857.44 	 	Actual/360	 	4.550000%	 	0.015397%	 	4.534603%	 	1
	69	 	NCB	 	Bandera at Woodlawn	 	Interest-only, Amortizing Balloon	 	19,804.55 	 	Actual/360	 	5.070000%	 	0.090397%	 	4.979603%	 	1
	70	 	RMF	 	Summit Marketplace	 	Interest-only, Amortizing Balloon	 	19,193.78 	 	Actual/360	 	4.940000%	 	0.015397%	 	4.924603%	 	6
	71	 	NCB	 	Pelhamdale Manor Corp.	 	Amortizing Balloon	 	17,062.66 	 	Actual/360	 	3.940000%	 	0.090397%	 	3.849603%	 	1
	72	 	WFB	 	Arlington Square-MI	 	Amortizing Balloon	 	18,714.26 	 	Actual/360	 	4.720000%	 	0.082897%	 	4.637103%	 	11
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	Amortizing Balloon	 	14,432.55 	 	Actual/360	 	3.910000%	 	0.090397%	 	3.819603%	 	1
	74	 	WFB	 	Fort Totten Apartments	 	Amortizing Balloon	 	22,408.10 	 	Actual/360	 	4.640000%	 	0.015397%	 	4.624603%	 	11
	75	 	CIIICM	 	The Oaks Plaza	 	Amortizing Balloon	 	18,618.01 	 	Actual/360	 	4.920000%	 	0.015397%	 	4.904603%	 	1
	76	 	NCB	 	Lakefront 17 LLC	 	Interest-only, Amortizing Balloon	 	17,389.29 	 	Actual/360	 	4.580000%	 	0.090397%	 	4.489603%	 	1
	77	 	NCB	 	Tara Close Apartments Corp.	 	Amortizing Balloon	 	20,175.90 	 	Actual/360	 	3.760000%	 	0.090397%	 	3.669603%	 	1
	78	 	CIIICM	 	CVS Algonac	 	Amortizing Balloon	 	17,670.52 	 	Actual/360	 	5.250000%	 	0.015397%	 	5.234603%	 	1
	79	 	NCB	 	64th Apartment Corp.	 	Amortizing Balloon	 	12,783.11 	 	Actual/360	 	3.910000%	 	0.090397%	 	3.819603%	 	1
	80	 	WFB	 	Rankin Industrial Buildings	 	Amortizing Balloon	 	16,208.46 	 	Actual/360	 	4.770000%	 	0.015397%	 	4.754603%	 	11
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	Amortizing Balloon	 	12,352.22 	 	Actual/360	 	3.900000%	 	0.090397%	 	3.809603%	 	1
	82	 	Basis 	 	Metro Woods Apartments	 	Amortizing Balloon	 	15,776.25 	 	Actual/360	 	4.820000%	 	0.015397%	 	4.804603%	 	1
	83	 	NCB	 	285 Riverside Drive Corp.	 	Amortizing Balloon	 	13,174.65 	 	Actual/360	 	3.880000%	 	0.090397%	 	3.789603%	 	1
	84	 	WFB	 	Stonebrook Place Shopping Center	 	Interest-only, Amortizing Balloon	 	13,422.14 	 	Actual/360	 	4.660000%	 	0.015397%	 	4.644603%	 	11
	85	 	CIIICM	 	Pecan Villa MHP	 	Amortizing Balloon	 	14,069.50 	 	Actual/360	 	5.420000%	 	0.015397%	 	5.404603%	 	1
	86	 	WFB	 	Spring Hill Office II	 	Interest-only, Amortizing Balloon	 	13,020.68 	 	Actual/360	 	5.020000%	 	0.092897%	 	4.927103%	 	11
	87	 	RMF	 	Walgreens - Houston	 	Amortizing Balloon	 	12,106.00 	 	Actual/360	 	5.020000%	 	0.015397%	 	5.004603%	 	6
	88	 	WFB	 	M&M MHP	 	Amortizing Balloon	 	11,243.76 	 	Actual/360	 	5.040000%	 	0.065397%	 	4.974603%	 	11
	89	 	WFB	 	343 King Street	 	Amortizing Balloon	 	10,834.43 	 	Actual/360	 	5.080000%	 	0.072897%	 	5.007103%	 	11
	90	 	NCB	 	135 Willow Owners Corp.	 	Amortizing Balloon	 	9,376.16 	 	Actual/360	 	3.850000%	 	0.090397%	 	3.759603%	 	1
	91	 	RMF	 	Middlebury Self Storage	 	Interest-only, Amortizing Balloon	 	10,444.20 	 	Actual/360	 	4.980000%	 	0.015397%	 	4.964603%	 	6
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	Amortizing Balloon	 	13,880.56 	 	Actual/360	 	5.920000%	 	0.015397%	 	5.904603%	 	1
	93	 	WFB	 	3123 Fire Road	 	Amortizing Balloon	 	11,229.74 	 	Actual/360	 	4.850000%	 	0.015397%	 	4.834603%	 	11
	94	 	CIIICM	 	Easy-Stor Self Storage	 	Interest-only, Amortizing Balloon	 	10,293.10 	 	Actual/360	 	4.920000%	 	0.015397%	 	4.904603%	 	1
	95	 	RMF	 	Secured Storage	 	Interest-only, Amortizing Balloon	 	9,825.84 	 	Actual/360	 	5.050000%	 	0.015397%	 	5.034603%	 	6
	96	 	NCB	 	6535 Broadway Owners Corp.	 	Interest-only, Balloon	 	6,176.25 	 	Actual/360	 	4.050000%	 	0.090397%	 	3.959603%	 	1
	97	 	NCB	 	16 Canterbury Corp.	 	Amortizing Balloon	 	8,572.73 	 	Actual/360	 	3.980000%	 	0.090397%	 	3.889603%	 	1
	98	 	NCB	 	Hampton House Tenants Corp.	 	Amortizing Balloon	 	8,541.67 	 	Actual/360	 	3.950000%	 	0.090397%	 	3.859603%	 	1
	99	 	RMF	 	Great Indoors Self Storage	 	Interest-only, Amortizing Balloon	 	9,533.68 	 	Actual/360	 	4.980000%	 	0.015397%	 	4.964603%	 	6
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	Amortizing Balloon	 	8,047.61 	 	Actual/360	 	3.930000%	 	0.090397%	 	3.839603%	 	1
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	Amortizing Balloon	 	7,924.99 	 	Actual/360	 	4.050000%	 	0.090397%	 	3.959603%	 	1
	102	 	NCB	 	Fairfax House Owners, Inc.	 	Amortizing Balloon	 	7,592.60 	 	Actual/360	 	3.950000%	 	0.090397%	 	3.859603%	 	1
	103	 	CIIICM	 	Parkway Village Shopping Center	 	Amortizing Balloon	 	8,505.03 	 	Actual/360	 	5.080000%	 	0.015397%	 	5.064603%	 	1
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	Amortizing Balloon	 	7,006.45 	 	Actual/360	 	3.820000%	 	0.090397%	 	3.729603%	 	1
	105	 	RMF	 	A1 Stateline Self Storage	 	Interest-only, Amortizing Balloon	 	7,677.92 	 	Actual/360	 	4.880000%	 	0.015397%	 	4.864603%	 	6
	106	 	NCB	 	588 Main Avenue	 	Amortizing Balloon	 	8,054.28 	 	Actual/360	 	4.840000%	 	0.090397%	 	4.749603%	 	1
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	Amortizing Balloon	 	6,146.59 	 	Actual/360	 	3.920000%	 	0.090397%	 	3.829603%	 	1
	108	 	NCB	 	Starbucks Plaza	 	Amortizing Balloon	 	7,426.49 	 	Actual/360	 	4.770000%	 	0.090397%	 	4.679603%	 	1
	109	 	CIIICM	 	Palm Bay Self Storage	 	Interest-only, Amortizing Balloon	 	6,872.69 	 	Actual/360	 	5.050000%	 	0.015397%	 	5.034603%	 	1
	110	 	NCB	 	Garden Hamilton, Inc.	 	Amortizing Balloon	 	5,742.83 	 	Actual/360	 	4.020000%	 	0.090397%	 	3.929603%	 	1
	111	 	NCB	 	Teliman Holding Corp.	 	Amortizing Balloon	 	4,700.47 	 	Actual/360	 	4.150000%	 	0.090397%	 	4.059603%	 	1
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	Amortizing Balloon	 	5,234.30 	 	Actual/360	 	3.920000%	 	0.090397%	 	3.829603%	 	1


 






    	EXH. B-6



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32	 
	MORTGAGE LOAN SCHEDULE	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Stated Maturity Date or Anticipated Repayment Date	 	ARD Loan Maturity Date	 	Revised Rate	 	Original Term to Maturity or ARD (Mos.)	 	Remaining Term to Maturity or ARD (Mos.)	 	Amortization Term (Original) (Mos.)	 	Amortization Term (Remaining) (Mos.)
	1	 	WFB	 	North Dallas Retail Portfolio	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	IO	 	IO
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	300	 	297
	3	 	WFB	 	Technology Station	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	4	 	WFB	 	Chicago Industrial Portfolio I	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	IO	 	IO
	6	 	WFB	 	10 South LaSalle Street	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO
	7	 	RMF	 	Hilton Wilmington/Christiana	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	1/5/2021	 	NAP	 	NAP	 	60	 	59	 	360	 	359
	9	 	WFB	 	Cottonwood Shopping Center	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	10	 	WFB	 	PRA Health Sciences	 	9/11/2025	 	NAP	 	NAP	 	120	 	115	 	360	 	360
	11	 	RMF	 	Orlando Plaza Garage	 	1/6/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	12	 	WFB	 	Northline Industrial Center	 	10/11/2020	 	NAP	 	NAP	 	60	 	56	 	360	 	360
	13	 	Basis 	 	Wilshire Plaza	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	14	 	Basis 	 	Northview Harbor Apartments	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	15	 	NCB	 	Gill Park Cooperative	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	180	 	180
	16	 	CIIICM	 	Tharp Retail Portfolio	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	18	 	RMF	 	Waterford Landing Apartments	 	1/6/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	19	 	CIIICM	 	The Landings at 56th	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	21	 	WFB	 	Hampton Inn Suites Ontario	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	22	 	WFB	 	Mission Bay Self Storage	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	23	 	RMF	 	Compass Self Storage Portfolio	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	27	 	Basis 	 	Pelham Commons	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	28	 	WFB	 	Seminole Orange Plaza Center	 	11/11/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	30	 	RMF	 	Walgreens Portfolio	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	7/1/2025	 	NAP	 	NAP	 	120	 	113	 	360	 	353
	33	 	WFB	 	Hampton Inn Carmel, IN	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	300	 	298
	34	 	WFB	 	San Bernardino Marketplace	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	35	 	NCB	 	711 Shore Road Owners Corp.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	37	 	RMF	 	Summer Glen Apartments	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	38	 	CIIICM	 	37600 Filbert Street	 	12/5/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	39	 	RMF	 	Shea 70 Plaza	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358


 






    	EXH. B-7



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32	 
	MORTGAGE LOAN SCHEDULE	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Stated Maturity Date or Anticipated Repayment Date	 	ARD Loan Maturity Date	 	Revised Rate	 	Original Term to Maturity or ARD (Mos.)	 	Remaining Term to Maturity or ARD (Mos.)	 	Amortization Term (Original) (Mos.)	 	Amortization Term (Remaining) (Mos.)
	41	 	WFB	 	Carson Building	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	42	 	RMF	 	Midtown Market 	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	43	 	WFB	 	Hy-Vee Waterloo	 	12/11/2025	 	12/11/2035	 	The greater of (i) 7.97%; and (ii) the sum of (a) the greater of the 10 year swap yield as of the ARD and the treasury rate as of the ARD; and (b) 5.15%	 	120	 	118	 	360	 	358
	44	 	NCB	 	505 Central Avenue Corp.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	45	 	RMF	 	Wisconsin Retail Portfolio	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	47	 	CIIICM	 	Quality Suites Hickory	 	6/1/2025	 	NAP	 	NAP	 	120	 	112	 	300	 	292
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	49	 	NCB	 	65 West 95th Owners Corp.	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	50	 	RMF	 	Carolina Village MHC	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	51	 	RMF	 	Center Grove Estates	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	300	 	298
	52	 	NCB	 	Colorado Owners, Inc.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	480	 	477
	53	 	NCB	 	Congress Owners, Ltd. 	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	54	 	NCB	 	24535 Owners Corp.	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	55	 	RMF	 	Storage Plus Self Storage	 	1/6/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	56	 	Basis 	 	4721 Calle Carga	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	57	 	RMF	 	Comfort Suites Austin	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	300	 	297
	58	 	WFB	 	Towne Storage-South Jordan	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	59	 	RMF	 	ACG Conlon Portfolio	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	61	 	RMF	 	Tops Plaza	 	1/6/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	300	 	298
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	65	 	WFB	 	Emerson Plaza	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	66	 	NCB	 	Neighbors Emergency Center	 	6/1/2025	 	NAP	 	NAP	 	120	 	112	 	360	 	352
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	69	 	NCB	 	Bandera at Woodlawn	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	70	 	RMF	 	Summit Marketplace	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	71	 	NCB	 	Pelhamdale Manor Corp.	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	72	 	WFB	 	Arlington Square-MI	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	480	 	478
	74	 	WFB	 	Fort Totten Apartments	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	240	 	239
	75	 	CIIICM	 	The Oaks Plaza	 	10/1/2025	 	NAP	 	NAP	 	120	 	116	 	360	 	356
	76	 	NCB	 	Lakefront 17 LLC	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	77	 	NCB	 	Tara Close Apartments Corp.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	240	 	237
	78	 	CIIICM	 	CVS Algonac	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	79	 	NCB	 	64th Apartment Corp.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	480	 	478
	80	 	WFB	 	Rankin Industrial Buildings	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	480	 	479
	82	 	Basis 	 	Metro Woods Apartments	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	83	 	NCB	 	285 Riverside Drive Corp.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	84	 	WFB	 	Stonebrook Place Shopping Center	 	11/11/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	85	 	CIIICM	 	Pecan Villa MHP	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	86	 	WFB	 	Spring Hill Office II	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	87	 	RMF	 	Walgreens - Houston	 	11/6/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	88	 	WFB	 	M&M MHP	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	89	 	WFB	 	343 King Street	 	1/11/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	90	 	NCB	 	135 Willow Owners Corp.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	91	 	RMF	 	Middlebury Self Storage	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	240	 	239
	93	 	WFB	 	3123 Fire Road	 	12/11/2025	 	NAP	 	NAP	 	120	 	118	 	300	 	298
	94	 	CIIICM	 	Easy-Stor Self Storage	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	95	 	RMF	 	Secured Storage	 	1/6/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	360
	96	 	NCB	 	6535 Broadway Owners Corp.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	IO	 	IO
	97	 	NCB	 	16 Canterbury Corp.	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	98	 	NCB	 	Hampton House Tenants Corp.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	99	 	RMF	 	Great Indoors Self Storage	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	1/1/2026	 	NAP	 	NAP	 	120	 	119	 	360	 	359
	102	 	NCB	 	Fairfax House Owners, Inc.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	103	 	CIIICM	 	Parkway Village Shopping Center	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	105	 	RMF	 	A1 Stateline Self Storage	 	12/6/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	360
	106	 	NCB	 	588 Main Avenue	 	10/1/2025	 	NAP	 	NAP	 	120	 	116	 	300	 	296
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	357
	108	 	NCB	 	Starbucks Plaza	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	300	 	297
	109	 	CIIICM	 	Palm Bay Self Storage	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	360	 	360
	110	 	NCB	 	Garden Hamilton, Inc.	 	12/1/2025	 	NAP	 	NAP	 	120	 	118	 	360	 	358
	111	 	NCB	 	Teliman Holding Corp.	 	10/1/2025	 	NAP	 	NAP	 	120	 	116	 	480	 	476
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	11/1/2025	 	NAP	 	NAP	 	120	 	117	 	300	 	297


 






    	EXH. B-8



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Cross Collateralized and Cross Defaulted Loan Flag	 	Prepayment Provisions	 	Ownership Interest	 	Grace Period Late (Days)	 	Engineering Escrow / Deferred Maintenance ($)
	1	 	WFB	 	North Dallas Retail Portfolio	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	97,250 
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	240,250 
	3	 	WFB	 	Technology Station	 	 	 	L(26),GRTR 1% or YM(87),O(7)	 	Fee	 	5	 	0 
	4	 	WFB	 	Chicago Industrial Portfolio I	 	 	 	L(13),GRTR 1% or YM(103),O(4)	 	Fee	 	5	 	235,845 
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	6	 	WFB	 	10 South LaSalle Street	 	 	 	L(25),D(91),O(4)	 	Fee	 	10	 	0 
	7	 	RMF	 	Hilton Wilmington/Christiana	 	 	 	L(23),GRTR 1% or YM(90),O(7)	 	Fee	 	0	 	0 
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	 	 	L(25),D(32),O(3)	 	Fee	 	0	 	0 
	9	 	WFB	 	Cottonwood Shopping Center	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	10	 	WFB	 	PRA Health Sciences	 	 	 	L(29),GRTR 1% or YM(87),O(4)	 	Fee	 	5	 	0 
	11	 	RMF	 	Orlando Plaza Garage	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	0 
	12	 	WFB	 	Northline Industrial Center	 	 	 	L(24),GRTR 1% or YM(32),O(4)	 	Fee	 	5	 	0 
	13	 	Basis 	 	Wilshire Plaza	 	 	 	L(25),GRTR 1% or YM(92),O(3)	 	Fee	 	5	 	3,000 
	14	 	Basis 	 	Northview Harbor Apartments	 	 	 	L(25),D(92),O(3)	 	Fee	 	5	 	0 
	15	 	NCB	 	Gill Park Cooperative	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	16	 	CIIICM	 	Tharp Retail Portfolio	 	 	 	L(25),D(92),O(3)	 	Fee	 	0	 	100,566 
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	 	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 
	18	 	RMF	 	Waterford Landing Apartments	 	 	 	L(25),D(88),O(7)	 	Fee	 	0	 	91,000 
	19	 	CIIICM	 	The Landings at 56th	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	36,850 
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	21	 	WFB	 	Hampton Inn Suites Ontario	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	22	 	WFB	 	Mission Bay Self Storage	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	23	 	RMF	 	Compass Self Storage Portfolio	 	 	 	L(27),GRTR 1% or YM(89),O(4)	 	Fee	 	0	 	6,719 
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	 	 	L(23),GRTR 1% or YM(93),O(4)	 	Fee	 	0	 	4,375 
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	11,132 
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	 	 	L(25),D(90),O(5)	 	Fee	 	5	 	0 
	27	 	Basis 	 	Pelham Commons	 	 	 	L(25),GRTR 1% or YM(92),O(3)	 	Fee	 	5	 	0 
	28	 	WFB	 	Seminole Orange Plaza Center	 	 	 	L(27),D(89),O(4)	 	Fee	 	5	 	0 
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	 	 	L(25),D(93),O(2)	 	Fee	 	5	 	0 
	30	 	RMF	 	Walgreens Portfolio	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	0 
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	31,109 
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	 	 	L(31),D(85),O(4)	 	Fee	 	10	 	58,623 
	33	 	WFB	 	Hampton Inn Carmel, IN	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	34	 	WFB	 	San Bernardino Marketplace	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	40,188 
	35	 	NCB	 	711 Shore Road Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	37	 	RMF	 	Summer Glen Apartments	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	35,625 
	38	 	CIIICM	 	37600 Filbert Street	 	 	 	L(26),GRTR 1% or YM(90),O(4)	 	Fee	 	0	 	266,125 
	39	 	RMF	 	Shea 70 Plaza	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	41,500 
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 


 






    	EXH. B-9



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Cross Collateralized and Cross Defaulted Loan Flag	 	Prepayment Provisions	 	Ownership Interest	 	Grace Period Late (Days)	 	Engineering Escrow / Deferred Maintenance ($)
	41	 	WFB	 	Carson Building	 	 	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 
	42	 	RMF	 	Midtown Market 	 	 	 	L(24),GRTR 1% or YM(89),O(7)	 	Fee	 	10	 	0 
	43	 	WFB	 	Hy-Vee Waterloo	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	44	 	NCB	 	505 Central Avenue Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	45	 	RMF	 	Wisconsin Retail Portfolio	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	50,201 
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	 	 	L(25),D(92),O(3)	 	Fee	 	5	 	2,134 
	47	 	CIIICM	 	Quality Suites Hickory	 	 	 	L(32),D(85),O(3)	 	Fee	 	0	 	0 
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	0 
	49	 	NCB	 	65 West 95th Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	50	 	RMF	 	Carolina Village MHC	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	54,250 
	51	 	RMF	 	Center Grove Estates	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	18,625 
	52	 	NCB	 	Colorado Owners, Inc.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	53	 	NCB	 	Congress Owners, Ltd. 	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	54	 	NCB	 	24535 Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	55	 	RMF	 	Storage Plus Self Storage	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	11,844 
	56	 	Basis 	 	4721 Calle Carga	 	 	 	L(25),D(92),O(3)	 	Fee	 	5	 	140,625 
	57	 	RMF	 	Comfort Suites Austin	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	0 
	58	 	WFB	 	Towne Storage-South Jordan	 	 	 	L(26),GRTR 1% or YM(90),O(4)	 	Fee	 	5	 	0 
	59	 	RMF	 	ACG Conlon Portfolio	 	 	 	L(26),D(87),O(7)	 	Fee	 	0	 	57,394 
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	 	 	L(25),GRTR 1% or YM(92),O(3)	 	Fee	 	5	 	2,500 
	61	 	RMF	 	Tops Plaza	 	 	 	L(25),D(88),O(7)	 	Fee	 	0	 	16,991 
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	 	 	GRTR 1% or YM(83),1%(33),O(4)	 	Fee	 	10	 	0 
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	65	 	WFB	 	Emerson Plaza	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	66	 	NCB	 	Neighbors Emergency Center	 	 	 	L(32),D(84),O(4)	 	Fee	 	10	 	0 
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	0 
	69	 	NCB	 	Bandera at Woodlawn	 	 	 	L(25),D(91),O(4)	 	Fee	 	10	 	200,000 
	70	 	RMF	 	Summit Marketplace	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	0 
	71	 	NCB	 	Pelhamdale Manor Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	72	 	WFB	 	Arlington Square-MI	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	74	 	WFB	 	Fort Totten Apartments	 	 	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 
	75	 	CIIICM	 	The Oaks Plaza	 	 	 	L(28),D(89),O(3)	 	Fee	 	0	 	0 
	76	 	NCB	 	Lakefront 17 LLC	 	 	 	L(27),D(89),O(4)	 	Fee	 	10	 	0 
	77	 	NCB	 	Tara Close Apartments Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	78	 	CIIICM	 	CVS Algonac	 	 	 	L(25),D(92),O(3)	 	Fee	 	0	 	175 
	79	 	NCB	 	64th Apartment Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	80	 	WFB	 	Rankin Industrial Buildings	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	82	 	Basis 	 	Metro Woods Apartments	 	 	 	L(27),D(89),O(4)	 	Fee	 	5	 	0 
	83	 	NCB	 	285 Riverside Drive Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	84	 	WFB	 	Stonebrook Place Shopping Center	 	 	 	L(27),D(89),O(4)	 	Fee	 	5	 	0 
	85	 	CIIICM	 	Pecan Villa MHP	 	 	 	L(25),D(92),O(3)	 	Fee	 	0	 	35,000 
	86	 	WFB	 	Spring Hill Office II	 	 	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 
	87	 	RMF	 	Walgreens - Houston	 	 	 	L(27),D(89),O(4)	 	Fee	 	0	 	0 
	88	 	WFB	 	M&M MHP	 	 	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 
	89	 	WFB	 	343 King Street	 	 	 	L(25),D(91),O(4)	 	Fee	 	5	 	0 
	90	 	NCB	 	135 Willow Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	91	 	RMF	 	Middlebury Self Storage	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	8,000 
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	 	 	L(25),D(92),O(3)	 	Fee	 	0	 	527,107 
	93	 	WFB	 	3123 Fire Road	 	 	 	L(26),D(90),O(4)	 	Fee	 	5	 	0 
	94	 	CIIICM	 	Easy-Stor Self Storage	 	 	 	L(26),GRTR 1% or YM(88),O(6)	 	Fee	 	0	 	14,813 
	95	 	RMF	 	Secured Storage	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	0 
	96	 	NCB	 	6535 Broadway Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	97	 	NCB	 	16 Canterbury Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	98	 	NCB	 	Hampton House Tenants Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	99	 	RMF	 	Great Indoors Self Storage	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	0 
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	102	 	NCB	 	Fairfax House Owners, Inc.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	103	 	CIIICM	 	Parkway Village Shopping Center	 	 	 	L(27),D(90),O(3)	 	Fee	 	0	 	0 
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	105	 	RMF	 	A1 Stateline Self Storage	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	4,531 
	106	 	NCB	 	588 Main Avenue	 	 	 	L(28),D(88),O(4)	 	Fee	 	10	 	0 
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	108	 	NCB	 	Starbucks Plaza	 	 	 	L(27),D(89),O(4)	 	Fee	 	10	 	0 
	109	 	CIIICM	 	Palm Bay Self Storage	 	 	 	L(27),GRTR 1% or YM(87),O(6)	 	Fee	 	0	 	7,625 
	110	 	NCB	 	Garden Hamilton, Inc.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	111	 	NCB	 	Teliman Holding Corp.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	 	 	GRTR 1% or YM(113),1%(3),O(4)	 	Fee	 	10	 	0 


 


 






    	EXH. B-10



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Tax Escrow (Initial)	 	Monthly Tax Escrow ($)	 	Tax Escrow - Cash or LoC	 	Tax Escrow - LoC Counterparty	 	Insurance Escrow (Initial)
	1	 	WFB	 	North Dallas Retail Portfolio	 	154,383 	 	154,383 	 	Cash	 	 	 	0 
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	112,214 	 	106,870 	 	Cash	 	 	 	67,254 
	3	 	WFB	 	Technology Station	 	84,726 	 	28,242 	 	Cash	 	 	 	0 
	4	 	WFB	 	Chicago Industrial Portfolio I	 	756,506 	 	139,208 	 	Cash	 	 	 	0 
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	0 	 	0 	 	NAP	 	 	 	0 
	6	 	WFB	 	10 South LaSalle Street	 	2,803,392 	 	467,233 	 	Cash	 	 	 	0 
	7	 	RMF	 	Hilton Wilmington/Christiana	 	76,409 	 	25,470 	 	Cash	 	 	 	0 
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	77,170 	 	13,248 	 	Cash	 	 	 	9,465 
	9	 	WFB	 	Cottonwood Shopping Center	 	36,312 	 	18,156 	 	Cash	 	 	 	0 
	10	 	WFB	 	PRA Health Sciences	 	0 	 	0 	 	NAP	 	 	 	0 
	11	 	RMF	 	Orlando Plaza Garage	 	0 	 	21,166 	 	Cash	 	 	 	0 
	12	 	WFB	 	Northline Industrial Center	 	36,011 	 	32,647 	 	Cash	 	 	 	30,777 
	13	 	Basis 	 	Wilshire Plaza	 	37,166 	 	18,583 	 	Cash	 	 	 	15,720 
	14	 	Basis 	 	Northview Harbor Apartments	 	0	 	20,909 	 	Cash	 	 	 	20,727 
	15	 	NCB	 	Gill Park Cooperative	 	0 	 	0 	 	NAP	 	 	 	0 
	16	 	CIIICM	 	Tharp Retail Portfolio	 	61,868 	 	15,467 	 	Cash	 	 	 	71,565 
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	20,096 	 	10,048 	 	Cash	 	 	 	4,898 
	18	 	RMF	 	Waterford Landing Apartments	 	48,516 	 	23,103 	 	Cash	 	 	 	0 
	19	 	CIIICM	 	The Landings at 56th	 	50,752 	 	16,917 	 	Cash	 	 	 	85,729 
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	0 	 	0 	 	NAP	 	 	 	0 
	21	 	WFB	 	Hampton Inn Suites Ontario	 	18,224 	 	9,112 	 	Cash	 	 	 	0 
	22	 	WFB	 	Mission Bay Self Storage	 	10,656 	 	10,657 	 	Cash	 	 	 	31,526 
	23	 	RMF	 	Compass Self Storage Portfolio	 	18,392 	 	9,196 	 	Cash	 	 	 	53,386 
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	97,377 	 	9,738 	 	Cash	 	 	 	5,564 
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	113,623 	 	14,203 	 	Cash	 	 	 	3,620 
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	18,130 	 	18,130 	 	Cash	 	 	 	0 
	27	 	Basis 	 	Pelham Commons	 	26,271 	 	13,135 	 	Cash	 	 	 	2,394 
	28	 	WFB	 	Seminole Orange Plaza Center	 	23,208 	 	1,934 	 	Cash	 	 	 	0 
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	11,028 	 	2,757 	 	Cash	 	 	 	7,881 
	30	 	RMF	 	Walgreens Portfolio	 	0 	 	0 	 	NAP	 	 	 	0 
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	58,016 	 	6,139 	 	Cash	 	 	 	110,872 
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	42,573 	 	14,191 	 	Cash	 	 	 	13,413 
	33	 	WFB	 	Hampton Inn Carmel, IN	 	16,438 	 	8,218 	 	Cash	 	 	 	0 
	34	 	WFB	 	San Bernardino Marketplace	 	6,315 	 	2,105 	 	Cash	 	 	 	2,795 
	35	 	NCB	 	711 Shore Road Owners Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	37	 	RMF	 	Summer Glen Apartments	 	0 	 	4,575 	 	Cash	 	 	 	28,214 
	38	 	CIIICM	 	37600 Filbert Street	 	17,754 	 	3,551 	 	Cash	 	 	 	3,232 
	39	 	RMF	 	Shea 70 Plaza	 	16,808 	 	5,603 	 	Cash	 	 	 	926 
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	75,908 	 	10,844 	 	Cash	 	 	 	3,582 


 






    	EXH. B-11



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Tax Escrow (Initial)	 	Monthly Tax Escrow ($)	 	Tax Escrow - Cash or LoC	 	Tax Escrow - LoC Counterparty	 	Insurance Escrow (Initial)
	41	 	WFB	 	Carson Building	 	30,428 	 	7,607 	 	Cash	 	 	 	4,122 
	42	 	RMF	 	Midtown Market 	 	0 	 	15,041 	 	Cash	 	 	 	5,539 
	43	 	WFB	 	Hy-Vee Waterloo	 	0 	 	0 	 	NAP	 	 	 	0 
	44	 	NCB	 	505 Central Avenue Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	45	 	RMF	 	Wisconsin Retail Portfolio	 	32,608 	 	8,152 	 	Cash	 	 	 	8,508 
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	50,608 	 	7,230 	 	Cash	 	 	 	3,606 
	47	 	CIIICM	 	Quality Suites Hickory	 	22,892 	 	2,289 	 	Cash	 	 	 	7,820 
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	0 	 	8,607 	 	Cash	 	 	 	35,140 
	49	 	NCB	 	65 West 95th Owners Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	50	 	RMF	 	Carolina Village MHC	 	0 	 	1,842 	 	Cash	 	 	 	2,416 
	51	 	RMF	 	Center Grove Estates	 	7,514 	 	3,578 	 	Cash	 	 	 	14,768 
	52	 	NCB	 	Colorado Owners, Inc.	 	0 	 	0 	 	NAP	 	 	 	0 
	53	 	NCB	 	Congress Owners, Ltd. 	 	0 	 	0 	 	NAP	 	 	 	0 
	54	 	NCB	 	24535 Owners Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	55	 	RMF	 	Storage Plus Self Storage	 	6,292 	 	2,996 	 	Cash	 	 	 	5,178 
	56	 	Basis 	 	4721 Calle Carga	 	4,031 	 	0	 	Cash	 	 	 	0 
	57	 	RMF	 	Comfort Suites Austin	 	65,819 	 	5,984 	 	Cash	 	 	 	10,399 
	58	 	WFB	 	Towne Storage-South Jordan	 	8,892 	 	4,446 	 	Cash	 	 	 	227 
	59	 	RMF	 	ACG Conlon Portfolio	 	25,943 	 	3,530 	 	Cash	 	 	 	3,157 
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	17,845 	 	8,922 	 	Cash	 	 	 	5,896 
	61	 	RMF	 	Tops Plaza	 	89,808 	 	11,513 	 	Cash	 	 	 	5,474 
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	143,455 	 	47,818 	 	Cash	 	 	 	0 
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	0 	 	0 	 	NAP	 	 	 	0 
	65	 	WFB	 	Emerson Plaza	 	28,740 	 	14,370 	 	Cash	 	 	 	3,512 
	66	 	NCB	 	Neighbors Emergency Center	 	0 	 	0 	 	NAP	 	 	 	0 
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	108,090 	 	15,030 	 	Cash	 	 	 	0 
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	16,119 	 	2,303 	 	Cash	 	 	 	1,305 
	69	 	NCB	 	Bandera at Woodlawn	 	7,338 	 	7,338 	 	Cash	 	 	 	8,712 
	70	 	RMF	 	Summit Marketplace	 	46,162 	 	7,327 	 	Cash	 	 	 	4,689 
	71	 	NCB	 	Pelhamdale Manor Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	72	 	WFB	 	Arlington Square-MI	 	42,420 	 	10,605 	 	Cash	 	 	 	1,151 
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	0 	 	0 	 	NAP	 	 	 	0 
	74	 	WFB	 	Fort Totten Apartments	 	20,696 	 	5,174 	 	Cash	 	 	 	6,092 
	75	 	CIIICM	 	The Oaks Plaza	 	51,666 	 	4,305 	 	Cash	 	 	 	13,603 
	76	 	NCB	 	Lakefront 17 LLC	 	3,731 	 	3,731 	 	Cash	 	 	 	606 
	77	 	NCB	 	Tara Close Apartments Corp.	 	62,335 	 	14,661 	 	Cash	 	 	 	0 
	78	 	CIIICM	 	CVS Algonac	 	0 	 	0 	 	NAP	 	 	 	10,999 
	79	 	NCB	 	64th Apartment Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	80	 	WFB	 	Rankin Industrial Buildings	 	36,190 	 	5,170 	 	Cash	 	 	 	5,706 
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	82	 	Basis 	 	Metro Woods Apartments	 	14,445 	 	4,815 	 	Cash	 	 	 	24,021 
	83	 	NCB	 	285 Riverside Drive Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	84	 	WFB	 	Stonebrook Place Shopping Center	 	16,194 	 	5,398 	 	Cash	 	 	 	1,517 
	85	 	CIIICM	 	Pecan Villa MHP	 	3,234 	 	1,617 	 	Cash	 	 	 	1,821 
	86	 	WFB	 	Spring Hill Office II	 	2,895 	 	2,895 	 	Cash	 	 	 	5,687 
	87	 	RMF	 	Walgreens - Houston	 	0 	 	0 	 	NAP	 	 	 	0 
	88	 	WFB	 	M&M MHP	 	1,510 	 	755 	 	Cash	 	 	 	1,100 
	89	 	WFB	 	343 King Street	 	1,776 	 	1,776 	 	Cash	 	 	 	5,823 
	90	 	NCB	 	135 Willow Owners Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	91	 	RMF	 	Middlebury Self Storage	 	4,711 	 	2,243 	 	Cash	 	 	 	819 
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	15,702 	 	3,140 	 	Cash	 	 	 	7,715 
	93	 	WFB	 	3123 Fire Road	 	18,879 	 	6,293 	 	Cash	 	 	 	2,964 
	94	 	CIIICM	 	Easy-Stor Self Storage	 	4,883 	 	2,441 	 	Cash	 	 	 	2,411 
	95	 	RMF	 	Secured Storage	 	12,379 	 	1,684 	 	Cash	 	 	 	1,035 
	96	 	NCB	 	6535 Broadway Owners Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	97	 	NCB	 	16 Canterbury Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	98	 	NCB	 	Hampton House Tenants Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	99	 	RMF	 	Great Indoors Self Storage	 	4,908 	 	1,558 	 	Cash	 	 	 	996 
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	36,341 	 	18,171 	 	Cash	 	 	 	0 
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	15,237 	 	7,619 	 	Cash	 	 	 	0 
	102	 	NCB	 	Fairfax House Owners, Inc.	 	0 	 	0 	 	NAP	 	 	 	0 
	103	 	CIIICM	 	Parkway Village Shopping Center	 	0 	 	1,576 	 	Cash	 	 	 	10,273 
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	105	 	RMF	 	A1 Stateline Self Storage	 	4,924 	 	1,563 	 	Cash	 	 	 	818 
	106	 	NCB	 	588 Main Avenue	 	6,277 	 	1,569 	 	Cash	 	 	 	1,142 
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	108	 	NCB	 	Starbucks Plaza	 	3,009 	 	3,009 	 	Cash	 	 	 	7,933 
	109	 	CIIICM	 	Palm Bay Self Storage	 	1,897 	 	1,897 	 	Cash	 	 	 	2,171 
	110	 	NCB	 	Garden Hamilton, Inc.	 	0 	 	0 	 	NAP	 	 	 	0 
	111	 	NCB	 	Teliman Holding Corp.	 	0 	 	0 	 	NAP	 	 	 	0 
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	0 	 	0 	 	NAP	 	 	 	0 


 






    	EXH. B-12



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Monthly Insurance Escrow ($)	 	Insurance Escrow - Cash or LoC	 	Insurance Escrow - LoC Counterparty	 	Upfront Replacement Reserve ($)	 	Monthly Replacement Reserve ($)(15)
	1	 	WFB	 	North Dallas Retail Portfolio	 	0 	 	NAP	 	 	 	966,100 	 	15,712 
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	9,150 	 	Cash	 	 	 	0 	 	87,324 
	3	 	WFB	 	Technology Station	 	0 	 	NAP	 	 	 	0 	 	0 
	4	 	WFB	 	Chicago Industrial Portfolio I	 	0 	 	NAP	 	 	 	0 	 	14,557 
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	0 	 	NAP	 	 	 	0 	 	0 
	6	 	WFB	 	10 South LaSalle Street	 	0 	 	NAP	 	 	 	0 	 	16,280 
	7	 	RMF	 	Hilton Wilmington/Christiana	 	0 	 	NAP	 	 	 	0 	 	0 
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	3,155 	 	Cash	 	 	 	19,370 	 	19,370 
	9	 	WFB	 	Cottonwood Shopping Center	 	0 	 	NAP	 	 	 	0 	 	3,635 
	10	 	WFB	 	PRA Health Sciences	 	0 	 	NAP	 	 	 	0 	 	0 
	11	 	RMF	 	Orlando Plaza Garage	 	0 	 	NAP	 	 	 	0 	 	0 
	12	 	WFB	 	Northline Industrial Center	 	4,396 	 	Cash	 	 	 	0 	 	26,325 
	13	 	Basis 	 	Wilshire Plaza	 	7,860 	 	Cash	 	 	 	0 	 	1,519 
	14	 	Basis 	 	Northview Harbor Apartments	 	5,182 	 	Cash	 	 	 	0 	 	7,500 
	15	 	NCB	 	Gill Park Cooperative	 	0 	 	NAP	 	 	 	0 	 	0 
	16	 	CIIICM	 	Tharp Retail Portfolio	 	6,506 	 	Cash	 	 	 	1,827 	 	1,827 
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	2,449 	 	Cash	 	 	 	0 	 	993 
	18	 	RMF	 	Waterford Landing Apartments	 	0 	 	NAP	 	 	 	747,800 	 	6,023 
	19	 	CIIICM	 	The Landings at 56th	 	7,794 	 	Cash	 	 	 	7,875 	 	7,875 
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	0 	 	NAP	 	 	 	0 	 	0 
	21	 	WFB	 	Hampton Inn Suites Ontario	 	0 	 	NAP	 	 	 	0 	 	12,006 
	22	 	WFB	 	Mission Bay Self Storage	 	4,503 	 	Cash	 	 	 	0 	 	940 
	23	 	RMF	 	Compass Self Storage Portfolio	 	3,559 	 	Cash	 	 	 	0 	 	1,519 
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	1,766 	 	Cash	 	 	 	0 	 	908 
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	724 	 	Cash	 	 	 	1,147 	 	1,147 
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	0 	 	NAP	 	 	 	0 	 	1,200 
	27	 	Basis 	 	Pelham Commons	 	1,197 	 	Cash	 	 	 	0 	 	957 
	28	 	WFB	 	Seminole Orange Plaza Center	 	0 	 	NAP	 	 	 	0 	 	245 
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	2,627 	 	Cash	 	 	 	0 	 	8,132 
	30	 	RMF	 	Walgreens Portfolio	 	0 	 	NAP	 	 	 	0 	 	0 
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	2,082 	 	Cash	 	 	 	8,000 	 	1,200 
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	2,404 	 	Cash	 	 	 	0 	 	2,039 
	33	 	WFB	 	Hampton Inn Carmel, IN	 	0 	 	NAP	 	 	 	900,000 	 	11,250 
	34	 	WFB	 	San Bernardino Marketplace	 	2,795 	 	Cash	 	 	 	0 	 	979 
	35	 	NCB	 	711 Shore Road Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	37	 	RMF	 	Summer Glen Apartments	 	2,687 	 	Cash	 	 	 	75,000 	 	2,779 
	38	 	CIIICM	 	37600 Filbert Street	 	1,077 	 	Cash	 	 	 	500 	 	500 
	39	 	RMF	 	Shea 70 Plaza	 	441 	 	Cash	 	 	 	23,041 	 	420 
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	1,194 	 	Cash	 	 	 	0 	 	815 


 






    	EXH. B-13



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Monthly Insurance Escrow ($)	 	Insurance Escrow - Cash or LoC	 	Insurance Escrow - LoC Counterparty	 	Upfront Replacement Reserve ($)	 	Monthly Replacement Reserve ($)(15)
	41	 	WFB	 	Carson Building	 	687 	 	Cash	 	 	 	0 	 	478 
	42	 	RMF	 	Midtown Market 	 	659 	 	Cash	 	 	 	0 	 	406 
	43	 	WFB	 	Hy-Vee Waterloo	 	0 	 	NAP	 	 	 	0 	 	402 
	44	 	NCB	 	505 Central Avenue Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	45	 	RMF	 	Wisconsin Retail Portfolio	 	1,418 	 	Cash	 	 	 	0 	 	1,079 
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	1,202 	 	Cash	 	 	 	0 	 	980 
	47	 	CIIICM	 	Quality Suites Hickory	 	1,955 	 	Cash	 	 	 	5,716 	 	5,716 
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	2,789 	 	Cash	 	 	 	0 	 	8,113 
	49	 	NCB	 	65 West 95th Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	50	 	RMF	 	Carolina Village MHC	 	767 	 	Cash	 	 	 	0 	 	432 
	51	 	RMF	 	Center Grove Estates	 	1,758 	 	Cash	 	 	 	0 	 	0 
	52	 	NCB	 	Colorado Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	53	 	NCB	 	Congress Owners, Ltd. 	 	0 	 	NAP	 	 	 	0 	 	0 
	54	 	NCB	 	24535 Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	55	 	RMF	 	Storage Plus Self Storage	 	822 	 	Cash	 	 	 	0 	 	1,077 
	56	 	Basis 	 	4721 Calle Carga	 	0 	 	NAP	 	 	 	0 	 	797 
	57	 	RMF	 	Comfort Suites Austin	 	3,466 	 	Cash	 	 	 	0 	 	4,899 
	58	 	WFB	 	Towne Storage-South Jordan	 	227 	 	Cash	 	 	 	0 	 	821 
	59	 	RMF	 	ACG Conlon Portfolio	 	334 	 	Cash	 	 	 	0 	 	1,043 
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	2,948 	 	Cash	 	 	 	0 	 	496 
	61	 	RMF	 	Tops Plaza	 	1,579 	 	Cash	 	 	 	0 	 	671 
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	0 	 	NAP	 	 	 	0 	 	0 
	65	 	WFB	 	Emerson Plaza	 	1,756 	 	Cash	 	 	 	0 	 	1,368 
	66	 	NCB	 	Neighbors Emergency Center	 	0 	 	NAP	 	 	 	0 	 	0 
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	261 	 	Cash	 	 	 	583 	 	583 
	69	 	NCB	 	Bandera at Woodlawn	 	968 	 	Cash	 	 	 	0 	 	429 
	70	 	RMF	 	Summit Marketplace	 	638 	 	Cash	 	 	 	0 	 	227 
	71	 	NCB	 	Pelhamdale Manor Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	72	 	WFB	 	Arlington Square-MI	 	1,151 	 	Cash	 	 	 	0 	 	1,329 
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	74	 	WFB	 	Fort Totten Apartments	 	3,046 	 	Cash	 	 	 	0 	 	1,750 
	75	 	CIIICM	 	The Oaks Plaza	 	2,721 	 	Cash	 	 	 	371 	 	371 
	76	 	NCB	 	Lakefront 17 LLC	 	606 	 	Cash	 	 	 	0 	 	560 
	77	 	NCB	 	Tara Close Apartments Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	78	 	CIIICM	 	CVS Algonac	 	917 	 	Cash	 	 	 	10,000 	 	295 
	79	 	NCB	 	64th Apartment Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	80	 	WFB	 	Rankin Industrial Buildings	 	1,902 	 	Cash	 	 	 	0 	 	1,570 
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	82	 	Basis 	 	Metro Woods Apartments	 	3,432 	 	Cash	 	 	 	0 	 	3,650 
	83	 	NCB	 	285 Riverside Drive Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	84	 	WFB	 	Stonebrook Place Shopping Center	 	756 	 	Cash	 	 	 	10,000 	 	311 
	85	 	CIIICM	 	Pecan Villa MHP	 	607 	 	Cash	 	 	 	508 	 	508 
	86	 	WFB	 	Spring Hill Office II	 	517 	 	Cash	 	 	 	0 	 	337 
	87	 	RMF	 	Walgreens - Houston	 	0 	 	NAP	 	 	 	0 	 	0 
	88	 	WFB	 	M&M MHP	 	550 	 	Cash	 	 	 	0 	 	217 
	89	 	WFB	 	343 King Street	 	647 	 	Cash	 	 	 	0 	 	47 
	90	 	NCB	 	135 Willow Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	91	 	RMF	 	Middlebury Self Storage	 	260 	 	Cash	 	 	 	0 	 	518 
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	1,929 	 	Cash	 	 	 	1,146 	 	1,146 
	93	 	WFB	 	3123 Fire Road	 	494 	 	Cash	 	 	 	50,000 	 	223 
	94	 	CIIICM	 	Easy-Stor Self Storage	 	1,206 	 	Cash	 	 	 	652 	 	652 
	95	 	RMF	 	Secured Storage	 	329 	 	Cash	 	 	 	0 	 	459 
	96	 	NCB	 	6535 Broadway Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	97	 	NCB	 	16 Canterbury Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	98	 	NCB	 	Hampton House Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	99	 	RMF	 	Great Indoors Self Storage	 	316 	 	Cash	 	 	 	0 	 	317 
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	102	 	NCB	 	Fairfax House Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	103	 	CIIICM	 	Parkway Village Shopping Center	 	934 	 	Cash	 	 	 	279 	 	279 
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	105	 	RMF	 	A1 Stateline Self Storage	 	260 	 	Cash	 	 	 	0 	 	334 
	106	 	NCB	 	588 Main Avenue	 	571 	 	Cash	 	 	 	0 	 	139 
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	108	 	NCB	 	Starbucks Plaza	 	1,322 	 	Cash	 	 	 	0 	 	98 
	109	 	CIIICM	 	Palm Bay Self Storage	 	1,085 	 	Cash	 	 	 	341 	 	341 
	110	 	NCB	 	Garden Hamilton, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	111	 	NCB	 	Teliman Holding Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 


 






    	EXH. B-14



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Replacement Reserve Cap ($)	 	Replacement Reserve Escrow - Cash or LoC	 	Replacement Reserve Escrow - LoC Counterparty	 	Upfront TI/LC Reserve ($)	 	Monthly TI/LC Reserve ($)
	1	 	WFB	 	North Dallas Retail Portfolio	 	0 	 	Cash	 	 	 	0 	 	0 
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	0 	 	Cash	 	 	 	0 	 	0 
	3	 	WFB	 	Technology Station	 	0 	 	NAP	 	 	 	0 	 	0 
	4	 	WFB	 	Chicago Industrial Portfolio I	 	0 	 	Cash	 	 	 	750,000 	 	30,692 
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	0 	 	NAP	 	 	 	0 	 	0 
	6	 	WFB	 	10 South LaSalle Street	 	0 	 	Cash	 	 	 	0 	 	130,238 
	7	 	RMF	 	Hilton Wilmington/Christiana	 	0 	 	NAP	 	 	 	0 	 	0 
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	0 	 	Cash	 	 	 	0 	 	0 
	9	 	WFB	 	Cottonwood Shopping Center	 	87,248 	 	Cash	 	 	 	0 	 	9,638 
	10	 	WFB	 	PRA Health Sciences	 	0 	 	NAP	 	 	 	0 	 	0 
	11	 	RMF	 	Orlando Plaza Garage	 	0 	 	NAP	 	 	 	0 	 	0 
	12	 	WFB	 	Northline Industrial Center	 	750,000 	 	Cash	 	 	 	0 	 	20,833 
	13	 	Basis 	 	Wilshire Plaza	 	0 	 	Cash	 	 	 	0 	 	7,520 
	14	 	Basis 	 	Northview Harbor Apartments	 	0 	 	Cash	 	 	 	0 	 	0 
	15	 	NCB	 	Gill Park Cooperative	 	0 	 	NAP	 	 	 	0 	 	0 
	16	 	CIIICM	 	Tharp Retail Portfolio	 	0 	 	Cash	 	 	 	150,000 	 	8,527 
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	23,836 	 	Cash	 	 	 	0 	 	6,994 
	18	 	RMF	 	Waterford Landing Apartments	 	0 	 	Cash	 	 	 	0 	 	0 
	19	 	CIIICM	 	The Landings at 56th	 	450,000 	 	Cash	 	 	 	0 	 	0 
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	0 	 	NAP	 	 	 	0 	 	0 
	21	 	WFB	 	Hampton Inn Suites Ontario	 	0 	 	Cash	 	 	 	0 	 	0 
	22	 	WFB	 	Mission Bay Self Storage	 	0 	 	Cash	 	 	 	0 	 	0 
	23	 	RMF	 	Compass Self Storage Portfolio	 	0 	 	Cash	 	 	 	0 	 	0 
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	0 	 	Cash	 	 	 	0 	 	5,109 
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	0 	 	Cash	 	 	 	0 	 	0 
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	72,000 	 	Cash	 	 	 	0 	 	10,417 
	27	 	Basis 	 	Pelham Commons	 	0 	 	Cash	 	 	 	0 	 	3,751 
	28	 	WFB	 	Seminole Orange Plaza Center	 	8,811 	 	Cash	 	 	 	0 	 	0 
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	0 	 	Cash	 	 	 	0 	 	0 
	30	 	RMF	 	Walgreens Portfolio	 	0 	 	NAP	 	 	 	0 	 	0 
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	0 	 	Cash	 	 	 	0 	 	0 
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	0 	 	Cash	 	 	 	75,000 	 	6,117 
	33	 	WFB	 	Hampton Inn Carmel, IN	 	0 	 	Cash	 	 	 	0 	 	0 
	34	 	WFB	 	San Bernardino Marketplace	 	23,496 	 	Cash	 	 	 	0 	 	3,318 
	35	 	NCB	 	711 Shore Road Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	37	 	RMF	 	Summer Glen Apartments	 	0 	 	Cash	 	 	 	0 	 	0 
	38	 	CIIICM	 	37600 Filbert Street	 	24,019 	 	Cash	 	 	 	2,072 	 	2,072 
	39	 	RMF	 	Shea 70 Plaza	 	0 	 	Cash	 	 	 	18,240 	 	$7,113.50 until December 7, 2018; $2,946.83 thereafter
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	0 	 	Cash	 	 	 	150,000 	 	4,395 


 






    	EXH. B-15



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Replacement Reserve Cap ($)	 	Replacement Reserve Escrow - Cash or LoC	 	Replacement Reserve Escrow - LoC Counterparty	 	Upfront TI/LC Reserve ($)	 	Monthly TI/LC Reserve ($)
	41	 	WFB	 	Carson Building	 	25,000 	 	Cash	 	 	 	59,558 	 	3,899 
	42	 	RMF	 	Midtown Market 	 	14,609 	 	Cash	 	 	 	100,000 	 	1,894 
	43	 	WFB	 	Hy-Vee Waterloo	 	0 	 	Cash	 	 	 	0 	 	2,083 
	44	 	NCB	 	505 Central Avenue Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	45	 	RMF	 	Wisconsin Retail Portfolio	 	0 	 	Cash	 	 	 	100,000 	 	2,500 
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	0 	 	Cash	 	 	 	0 	 	4,294 
	47	 	CIIICM	 	Quality Suites Hickory	 	0 	 	Cash	 	 	 	0 	 	0 
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	0 	 	Cash	 	 	 	0 	 	0 
	49	 	NCB	 	65 West 95th Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	50	 	RMF	 	Carolina Village MHC	 	0 	 	Cash	 	 	 	0 	 	0 
	51	 	RMF	 	Center Grove Estates	 	0 	 	NAP	 	 	 	0 	 	0 
	52	 	NCB	 	Colorado Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	53	 	NCB	 	Congress Owners, Ltd. 	 	0 	 	NAP	 	 	 	0 	 	0 
	54	 	NCB	 	24535 Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	55	 	RMF	 	Storage Plus Self Storage	 	0 	 	Cash	 	 	 	0 	 	138 
	56	 	Basis 	 	4721 Calle Carga	 	0 	 	Cash	 	 	 	194,935 	 	0 
	57	 	RMF	 	Comfort Suites Austin	 	0 	 	Cash	 	 	 	0 	 	0 
	58	 	WFB	 	Towne Storage-South Jordan	 	29,556 	 	Cash	 	 	 	0 	 	0 
	59	 	RMF	 	ACG Conlon Portfolio	 	0 	 	Cash	 	 	 	0 	 	0 
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	0 	 	Cash	 	 	 	0 	 	2,759 
	61	 	RMF	 	Tops Plaza	 	0 	 	Cash	 	 	 	0 	 	2,107 
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	0 	 	NAP	 	 	 	0 	 	0 
	65	 	WFB	 	Emerson Plaza	 	0 	 	Cash	 	 	 	0 	 	3,871 
	66	 	NCB	 	Neighbors Emergency Center	 	0 	 	NAP	 	 	 	0 	 	630 
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	0 	 	Cash	 	 	 	0 	 	0 
	69	 	NCB	 	Bandera at Woodlawn	 	0 	 	Cash	 	 	 	100,000 	 	6,250 
	70	 	RMF	 	Summit Marketplace	 	0 	 	Cash	 	 	 	0 	 	1,391 
	71	 	NCB	 	Pelhamdale Manor Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	72	 	WFB	 	Arlington Square-MI	 	25,000 	 	Cash	 	 	 	0 	 	4,148 
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	74	 	WFB	 	Fort Totten Apartments	 	75,000 	 	Cash	 	 	 	0 	 	0 
	75	 	CIIICM	 	The Oaks Plaza	 	0 	 	Cash	 	 	 	50,000 	 	$4,166.67 for first 12 months or until the cap amount, thereafter monthly deposit of $2,474.83 till cap is met.
	76	 	NCB	 	Lakefront 17 LLC	 	0 	 	Cash	 	 	 	100,000 	 	2,697 
	77	 	NCB	 	Tara Close Apartments Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	78	 	CIIICM	 	CVS Algonac	 	0 	 	Cash	 	 	 	0 	 	0 
	79	 	NCB	 	64th Apartment Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	80	 	WFB	 	Rankin Industrial Buildings	 	0 	 	Cash	 	 	 	50,000 	 	4,008 
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	82	 	Basis 	 	Metro Woods Apartments	 	219,000 	 	Cash	 	 	 	0 	 	0 
	83	 	NCB	 	285 Riverside Drive Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	84	 	WFB	 	Stonebrook Place Shopping Center	 	10,000 	 	Cash	 	 	 	75,000 	 	1,383 
	85	 	CIIICM	 	Pecan Villa MHP	 	0 	 	Cash	 	 	 	0 	 	0 
	86	 	WFB	 	Spring Hill Office II	 	20,000 	 	Cash	 	 	 	25,000 	 	1,356 
	87	 	RMF	 	Walgreens - Houston	 	0 	 	NAP	 	 	 	0 	 	0 
	88	 	WFB	 	M&M MHP	 	0 	 	Cash	 	 	 	0 	 	0 
	89	 	WFB	 	343 King Street	 	0 	 	Cash	 	 	 	0 	 	585 
	90	 	NCB	 	135 Willow Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	91	 	RMF	 	Middlebury Self Storage	 	0 	 	Cash	 	 	 	0 	 	0 
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	0 	 	Cash	 	 	 	0 	 	0 
	93	 	WFB	 	3123 Fire Road	 	0 	 	Cash	 	 	 	0 	 	1,796 
	94	 	CIIICM	 	Easy-Stor Self Storage	 	0 	 	Cash	 	 	 	0 	 	0 
	95	 	RMF	 	Secured Storage	 	0 	 	Cash	 	 	 	0 	 	250 
	96	 	NCB	 	6535 Broadway Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	97	 	NCB	 	16 Canterbury Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	98	 	NCB	 	Hampton House Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	99	 	RMF	 	Great Indoors Self Storage	 	0 	 	Cash	 	 	 	0 	 	0 
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	102	 	NCB	 	Fairfax House Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	103	 	CIIICM	 	Parkway Village Shopping Center	 	0 	 	Cash	 	 	 	1,438 	 	1,438 
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	105	 	RMF	 	A1 Stateline Self Storage	 	0 	 	Cash	 	 	 	0 	 	0 
	106	 	NCB	 	588 Main Avenue	 	0 	 	Cash	 	 	 	50,000 	 	239 
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	108	 	NCB	 	Starbucks Plaza	 	0 	 	Cash	 	 	 	0 	 	653 
	109	 	CIIICM	 	Palm Bay Self Storage	 	0 	 	Cash	 	 	 	0 	 	0 
	110	 	NCB	 	Garden Hamilton, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	111	 	NCB	 	Teliman Holding Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 


 






    	EXH. B-16



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	TI/LC Reserve Cap ($)	 	TI/LC Escrow - Cash or LoC	 	TI/LC Escrow - LoC Counterparty	 	Debt Service Escrow (Initial) ($)	 	Debt Service Escrow (Monthly) ($)
	1	 	WFB	 	North Dallas Retail Portfolio	 	0 	 	NAP	 	 	 	0 	 	0 
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	0 	 	NAP	 	 	 	0 	 	0 
	3	 	WFB	 	Technology Station	 	0 	 	NAP	 	 	 	0 	 	0 
	4	 	WFB	 	Chicago Industrial Portfolio I	 	1,600,000 	 	Cash	 	 	 	0 	 	0 
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	0 	 	NAP	 	 	 	0 	 	0 
	6	 	WFB	 	10 South LaSalle Street	 	1,000,000 	 	Cash	 	 	 	0 	 	0 
	7	 	RMF	 	Hilton Wilmington/Christiana	 	0 	 	NAP	 	 	 	0 	 	0 
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	0 	 	NAP	 	 	 	0 	 	0 
	9	 	WFB	 	Cottonwood Shopping Center	 	462,600 	 	Cash	 	 	 	0 	 	0 
	10	 	WFB	 	PRA Health Sciences	 	0 	 	NAP	 	 	 	0 	 	0 
	11	 	RMF	 	Orlando Plaza Garage	 	0 	 	NAP	 	 	 	0 	 	0 
	12	 	WFB	 	Northline Industrial Center	 	750,000 	 	Cash	 	 	 	0 	 	0 
	13	 	Basis 	 	Wilshire Plaza	 	200,000 	 	Cash	 	 	 	0 	 	0 
	14	 	Basis 	 	Northview Harbor Apartments	 	0 	 	NAP	 	 	 	0 	 	0 
	15	 	NCB	 	Gill Park Cooperative	 	0 	 	NAP	 	 	 	0 	 	0 
	16	 	CIIICM	 	Tharp Retail Portfolio	 	350,000 	 	Cash	 	 	 	0 	 	0 
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	251,781 	 	Cash	 	 	 	0 	 	0 
	18	 	RMF	 	Waterford Landing Apartments	 	0 	 	NAP	 	 	 	0 	 	0 
	19	 	CIIICM	 	The Landings at 56th	 	0 	 	NAP	 	 	 	0 	 	0 
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	0 	 	NAP	 	 	 	0 	 	0 
	21	 	WFB	 	Hampton Inn Suites Ontario	 	0 	 	NAP	 	 	 	0 	 	0 
	22	 	WFB	 	Mission Bay Self Storage	 	0 	 	NAP	 	 	 	0 	 	0 
	23	 	RMF	 	Compass Self Storage Portfolio	 	0 	 	NAP	 	 	 	0 	 	0 
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	180,000 	 	Cash	 	 	 	0 	 	0 
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	0 	 	NAP	 	 	 	0 	 	0 
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	0 	 	Cash	 	 	 	0 	 	0 
	27	 	Basis 	 	Pelham Commons	 	150,000 	 	Cash	 	 	 	0 	 	0 
	28	 	WFB	 	Seminole Orange Plaza Center	 	0 	 	NAP	 	 	 	0 	 	0 
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	0 	 	NAP	 	 	 	0 	 	0 
	30	 	RMF	 	Walgreens Portfolio	 	0 	 	NAP	 	 	 	0 	 	0 
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	0 	 	NAP	 	 	 	0 	 	0 
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	250,000 	 	Cash	 	 	 	0 	 	0 
	33	 	WFB	 	Hampton Inn Carmel, IN	 	0 	 	NAP	 	 	 	0 	 	0 
	34	 	WFB	 	San Bernardino Marketplace	 	119,448 	 	Cash	 	 	 	0 	 	0 
	35	 	NCB	 	711 Shore Road Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	37	 	RMF	 	Summer Glen Apartments	 	0 	 	NAP	 	 	 	0 	 	0 
	38	 	CIIICM	 	37600 Filbert Street	 	0 	 	Cash	 	 	 	0 	 	0 
	39	 	RMF	 	Shea 70 Plaza	 	250,000 	 	Cash	 	 	 	0 	 	0 
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	100,000 	 	Cash	 	 	 	0 	 	0 


 






    	EXH. B-17



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	TI/LC Reserve Cap ($)	 	TI/LC Escrow - Cash or LoC	 	TI/LC Escrow - LoC Counterparty	 	Debt Service Escrow (Initial) ($)	 	Debt Service Escrow (Monthly) ($)
	41	 	WFB	 	Carson Building	 	250,000 	 	Cash	 	 	 	0 	 	0 
	42	 	RMF	 	Midtown Market 	 	120,000 	 	Cash	 	 	 	0 	 	0 
	43	 	WFB	 	Hy-Vee Waterloo	 	75,000 	 	Cash	 	 	 	0 	 	0 
	44	 	NCB	 	505 Central Avenue Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	45	 	RMF	 	Wisconsin Retail Portfolio	 	200,000 	 	Cash	 	 	 	0 	 	0 
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	75,000 	 	Cash	 	 	 	0 	 	0 
	47	 	CIIICM	 	Quality Suites Hickory	 	0 	 	NAP	 	 	 	0 	 	0 
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	0 	 	NAP	 	 	 	0 	 	0 
	49	 	NCB	 	65 West 95th Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	50	 	RMF	 	Carolina Village MHC	 	0 	 	NAP	 	 	 	0 	 	0 
	51	 	RMF	 	Center Grove Estates	 	0 	 	NAP	 	 	 	0 	 	0 
	52	 	NCB	 	Colorado Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	53	 	NCB	 	Congress Owners, Ltd. 	 	0 	 	NAP	 	 	 	0 	 	0 
	54	 	NCB	 	24535 Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	55	 	RMF	 	Storage Plus Self Storage	 	4,950 	 	Cash	 	 	 	0 	 	0 
	56	 	Basis 	 	4721 Calle Carga	 	0 	 	Cash	 	 	 	0 	 	0 
	57	 	RMF	 	Comfort Suites Austin	 	0 	 	NAP	 	 	 	0 	 	0 
	58	 	WFB	 	Towne Storage-South Jordan	 	0 	 	NAP	 	 	 	0 	 	0 
	59	 	RMF	 	ACG Conlon Portfolio	 	0 	 	NAP	 	 	 	0 	 	0 
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	100,000 	 	Cash	 	 	 	0 	 	0 
	61	 	RMF	 	Tops Plaza	 	0 	 	Cash	 	 	 	0 	 	0 
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	0 	 	NAP	 	 	 	0 	 	0 
	65	 	WFB	 	Emerson Plaza	 	160,000 	 	Cash	 	 	 	0 	 	0 
	66	 	NCB	 	Neighbors Emergency Center	 	30,000 	 	Cash	 	 	 	0 	 	0 
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	0 	 	NAP	 	 	 	0 	 	0 
	69	 	NCB	 	Bandera at Woodlawn	 	165,000 	 	Cash	 	 	 	0 	 	0 
	70	 	RMF	 	Summit Marketplace	 	0 	 	Cash	 	 	 	0 	 	0 
	71	 	NCB	 	Pelhamdale Manor Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	72	 	WFB	 	Arlington Square-MI	 	125,000 	 	Cash	 	 	 	0 	 	0 
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	74	 	WFB	 	Fort Totten Apartments	 	0 	 	NAP	 	 	 	0 	 	0 
	75	 	CIIICM	 	The Oaks Plaza	 	100,000 	 	Cash	 	 	 	0 	 	0 
	76	 	NCB	 	Lakefront 17 LLC	 	125,000 	 	Cash	 	 	 	0 	 	0 
	77	 	NCB	 	Tara Close Apartments Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	78	 	CIIICM	 	CVS Algonac	 	0 	 	NAP	 	 	 	0 	 	0 
	79	 	NCB	 	64th Apartment Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	80	 	WFB	 	Rankin Industrial Buildings	 	200,000 	 	Cash	 	 	 	0 	 	0 
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	82	 	Basis 	 	Metro Woods Apartments	 	0 	 	NAP	 	 	 	0 	 	0 
	83	 	NCB	 	285 Riverside Drive Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	84	 	WFB	 	Stonebrook Place Shopping Center	 	75,000 	 	Cash	 	 	 	0 	 	0 
	85	 	CIIICM	 	Pecan Villa MHP	 	0 	 	NAP	 	 	 	0 	 	0 
	86	 	WFB	 	Spring Hill Office II	 	75,000 	 	Cash	 	 	 	0 	 	0 
	87	 	RMF	 	Walgreens - Houston	 	0 	 	NAP	 	 	 	0 	 	0 
	88	 	WFB	 	M&M MHP	 	0 	 	NAP	 	 	 	0 	 	0 
	89	 	WFB	 	343 King Street	 	0 	 	Cash	 	 	 	0 	 	0 
	90	 	NCB	 	135 Willow Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	91	 	RMF	 	Middlebury Self Storage	 	0 	 	NAP	 	 	 	0 	 	0 
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	0 	 	NAP	 	 	 	0 	 	0 
	93	 	WFB	 	3123 Fire Road	 	0 	 	Cash	 	 	 	0 	 	0 
	94	 	CIIICM	 	Easy-Stor Self Storage	 	0 	 	NAP	 	 	 	0 	 	0 
	95	 	RMF	 	Secured Storage	 	9,000 	 	Cash	 	 	 	0 	 	0 
	96	 	NCB	 	6535 Broadway Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	97	 	NCB	 	16 Canterbury Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	98	 	NCB	 	Hampton House Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	99	 	RMF	 	Great Indoors Self Storage	 	0 	 	NAP	 	 	 	0 	 	0 
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	102	 	NCB	 	Fairfax House Owners, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	103	 	CIIICM	 	Parkway Village Shopping Center	 	0 	 	Cash	 	 	 	0 	 	0 
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	105	 	RMF	 	A1 Stateline Self Storage	 	0 	 	NAP	 	 	 	0 	 	0 
	106	 	NCB	 	588 Main Avenue	 	0 	 	Cash	 	 	 	0 	 	0 
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	108	 	NCB	 	Starbucks Plaza	 	50,000 	 	Cash	 	 	 	0 	 	0 
	109	 	CIIICM	 	Palm Bay Self Storage	 	0 	 	NAP	 	 	 	0 	 	0 
	110	 	NCB	 	Garden Hamilton, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 
	111	 	NCB	 	Teliman Holding Corp.	 	0 	 	NAP	 	 	 	0 	 	0 
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	0 	 	NAP	 	 	 	0 	 	0 


 






    	EXH. B-18



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Debt Service Escrow - Cash or LoC	 	Debt Service Escrow - LoC Counterparty	 	Other Escrow I Reserve Description	 	Other Escrow I (Initial) ($)	 	Other Escrow I (Monthly) ($)(11)(16)
	1	 	WFB	 	North Dallas Retail Portfolio	 	NAP	 	 	 	Cantina Laredo Reserve	 	271,703 	 	0 
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	NAP	 	 	 	PIP Reserve Funds	 	3,500,000 	 	41,667 
	3	 	WFB	 	Technology Station	 	NAP	 	 	 	NAP	 	0 	 	0 
	4	 	WFB	 	Chicago Industrial Portfolio I	 	NAP	 	 	 	NAP	 	0 	 	0 
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	NAP	 	 	 	NAP	 	0 	 	0 
	6	 	WFB	 	10 South LaSalle Street	 	NAP	 	 	 	Rent Concession Reserve	 	630,218 	 	0 
	7	 	RMF	 	Hilton Wilmington/Christiana	 	NAP	 	 	 	PIP Funds	 	4,784,251 	 	0 
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	NAP	 	 	 	PIP Reserve	 	1,300,000 	 	0 
	9	 	WFB	 	Cottonwood Shopping Center	 	NAP	 	 	 	Office Max Reserve	 	0 	 	29,375 
	10	 	WFB	 	PRA Health Sciences	 	NAP	 	 	 	NAP	 	0 	 	0 
	11	 	RMF	 	Orlando Plaza Garage	 	NAP	 	 	 	NAP	 	0 	 	0 
	12	 	WFB	 	Northline Industrial Center	 	NAP	 	 	 	NAP	 	0 	 	0 
	13	 	Basis 	 	Wilshire Plaza	 	NAP	 	 	 	Zoo Health Club Reserve	 	404,118 	 	0 
	14	 	Basis 	 	Northview Harbor Apartments	 	NAP	 	 	 	Renovation Reserve	 	2,071,000 	 	0 
	15	 	NCB	 	Gill Park Cooperative	 	NAP	 	 	 	Collateral Security Agreement for Capital Improvements	 	17,965,034 	 	72,917 
	16	 	CIIICM	 	Tharp Retail Portfolio	 	NAP	 	 	 	Mama Ines TI/LC Reserve	 	75,000 	 	0 
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	NAP	 	 	 	NAP	 	0 	 	0 
	18	 	RMF	 	Waterford Landing Apartments	 	NAP	 	 	 	Working Capital Funds	 	144,560 	 	0 
	19	 	CIIICM	 	The Landings at 56th	 	NAP	 	 	 	NAP	 	0 	 	0 
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	NAP	 	 	 	Collateral Security Agreement for Maintenance Arrears	 	60,000 	 	0 
	21	 	WFB	 	Hampton Inn Suites Ontario	 	NAP	 	 	 	NAP	 	0 	 	0 
	22	 	WFB	 	Mission Bay Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 
	23	 	RMF	 	Compass Self Storage Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	NAP	 	 	 	NAP	 	0 	 	0 
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	NAP	 	 	 	First Cal TILC/Rent Reserve	 	1,931,691 	 	0 
	27	 	Basis 	 	Pelham Commons	 	NAP	 	 	 	Staff Agency Reserve	 	46,314 	 	0 
	28	 	WFB	 	Seminole Orange Plaza Center	 	NAP	 	 	 	NAP	 	0 	 	0 
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	NAP	 	 	 	PIP Reserve	 	500,000 	 	0 
	30	 	RMF	 	Walgreens Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	NAP	 	 	 	NAP	 	0 	 	0 
	33	 	WFB	 	Hampton Inn Carmel, IN	 	NAP	 	 	 	NAP	 	0 	 	0 
	34	 	WFB	 	San Bernardino Marketplace	 	NAP	 	 	 	NAP	 	0 	 	0 
	35	 	NCB	 	711 Shore Road Owners Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	37	 	RMF	 	Summer Glen Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 
	38	 	CIIICM	 	37600 Filbert Street	 	NAP	 	 	 	Demising Wall reserve	 	14,250 	 	0 
	39	 	RMF	 	Shea 70 Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	NAP	 	 	 	NAP	 	0 	 	0 


 






    	EXH. B-19



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Debt Service Escrow - Cash or LoC	 	Debt Service Escrow - LoC Counterparty	 	Other Escrow I Reserve Description	 	Other Escrow I (Initial) ($)	 	Other Escrow I (Monthly) ($)(11)(16)
	41	 	WFB	 	Carson Building	 	NAP	 	 	 	Prior Loan Reserve	 	50,000 	 	0 
	42	 	RMF	 	Midtown Market 	 	NAP	 	 	 	NAP	 	0 	 	0 
	43	 	WFB	 	Hy-Vee Waterloo	 	NAP	 	 	 	NAP	 	0 	 	0 
	44	 	NCB	 	505 Central Avenue Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	45	 	RMF	 	Wisconsin Retail Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	NAP	 	 	 	NAP	 	0 	 	0 
	47	 	CIIICM	 	Quality Suites Hickory	 	NAP	 	 	 	Performance Holdback Reserve	 	250,000 	 	0 
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	NAP	 	 	 	NAP	 	0 	 	0 
	49	 	NCB	 	65 West 95th Owners Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	50	 	RMF	 	Carolina Village MHC	 	NAP	 	 	 	Park Upgrade Funds	 	1,155,000 	 	0 
	51	 	RMF	 	Center Grove Estates	 	NAP	 	 	 	NAP	 	0 	 	0 
	52	 	NCB	 	Colorado Owners, Inc.	 	NAP	 	 	 	NAP	 	0 	 	0 
	53	 	NCB	 	Congress Owners, Ltd. 	 	NAP	 	 	 	NAP	 	0 	 	0 
	54	 	NCB	 	24535 Owners Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	55	 	RMF	 	Storage Plus Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 
	56	 	Basis 	 	4721 Calle Carga	 	NAP	 	 	 	NAP	 	0 	 	0 
	57	 	RMF	 	Comfort Suites Austin	 	NAP	 	 	 	NAP	 	0 	 	0 
	58	 	WFB	 	Towne Storage-South Jordan	 	NAP	 	 	 	NAP	 	0 	 	0 
	59	 	RMF	 	ACG Conlon Portfolio	 	NAP	 	 	 	NAP	 	0 	 	0 
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	NAP	 	 	 	Wing Daddy Reserve	 	133,608 	 	0 
	61	 	RMF	 	Tops Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	NAP	 	 	 	NAP	 	0 	 	0 
	65	 	WFB	 	Emerson Plaza	 	NAP	 	 	 	Planet Fitness Reserve	 	350,000 	 	0 
	66	 	NCB	 	Neighbors Emergency Center	 	NAP	 	 	 	NAP	 	0 	 	0 
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	NAP	 	 	 	NAP	 	0 	 	0 
	69	 	NCB	 	Bandera at Woodlawn	 	NAP	 	 	 	NAP	 	0 	 	0 
	70	 	RMF	 	Summit Marketplace	 	NAP	 	 	 	NAP	 	0 	 	0 
	71	 	NCB	 	Pelhamdale Manor Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	72	 	WFB	 	Arlington Square-MI	 	NAP	 	 	 	NAP	 	0 	 	0 
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	NAP	 	 	 	NAP	 	0 	 	0 
	74	 	WFB	 	Fort Totten Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 
	75	 	CIIICM	 	The Oaks Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 
	76	 	NCB	 	Lakefront 17 LLC	 	NAP	 	 	 	NAP	 	0 	 	0 
	77	 	NCB	 	Tara Close Apartments Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	78	 	CIIICM	 	CVS Algonac	 	NAP	 	 	 	NAP	 	0 	 	0 
	79	 	NCB	 	64th Apartment Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	80	 	WFB	 	Rankin Industrial Buildings	 	NAP	 	 	 	Springing DSCR Reserve	 	0 	 	0 
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	NAP	 	 	 	Collateral Security Agreement for Capital Improvements	 	250,000 	 	0 
	82	 	Basis 	 	Metro Woods Apartments	 	NAP	 	 	 	NAP	 	0 	 	0 
	83	 	NCB	 	285 Riverside Drive Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	84	 	WFB	 	Stonebrook Place Shopping Center	 	NAP	 	 	 	NAP	 	0 	 	0 
	85	 	CIIICM	 	Pecan Villa MHP	 	NAP	 	 	 	NAP	 	0 	 	0 
	86	 	WFB	 	Spring Hill Office II	 	NAP	 	 	 	NAP	 	0 	 	0 
	87	 	RMF	 	Walgreens - Houston	 	NAP	 	 	 	NAP	 	0 	 	0 
	88	 	WFB	 	M&M MHP	 	NAP	 	 	 	NAP	 	0 	 	0 
	89	 	WFB	 	343 King Street	 	NAP	 	 	 	Willy Jay’s Reserve	 	0 	 	0 
	90	 	NCB	 	135 Willow Owners Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	91	 	RMF	 	Middlebury Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	NAP	 	 	 	Home Purchase Reserve	 	104,167 	 	4,167 
	93	 	WFB	 	3123 Fire Road	 	NAP	 	 	 	NAP	 	0 	 	0 
	94	 	CIIICM	 	Easy-Stor Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 
	95	 	RMF	 	Secured Storage	 	NAP	 	 	 	NAP	 	0 	 	0 
	96	 	NCB	 	6535 Broadway Owners Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	97	 	NCB	 	16 Canterbury Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	98	 	NCB	 	Hampton House Tenants Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	99	 	RMF	 	Great Indoors Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	NAP	 	 	 	NAP	 	0 	 	0 
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	NAP	 	 	 	NAP	 	0 	 	0 
	102	 	NCB	 	Fairfax House Owners, Inc.	 	NAP	 	 	 	NAP	 	0 	 	0 
	103	 	CIIICM	 	Parkway Village Shopping Center	 	NAP	 	 	 	NAP	 	0 	 	0 
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	NAP	 	 	 	Collateral Security Agreement for Capital Improvements	 	500,000 	 	0 
	105	 	RMF	 	A1 Stateline Self Storage	 	NAP	 	 	 	NAP	 	0 	 	0 
	106	 	NCB	 	588 Main Avenue	 	NAP	 	 	 	NAP	 	0 	 	0 
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	108	 	NCB	 	Starbucks Plaza	 	NAP	 	 	 	NAP	 	0 	 	0 
	109	 	CIIICM	 	Palm Bay Self Storage	 	NAP	 	 	 	Performance Holdback Reserve	 	89,000 	 	0 
	110	 	NCB	 	Garden Hamilton, Inc.	 	NAP	 	 	 	NAP	 	0 	 	0 
	111	 	NCB	 	Teliman Holding Corp.	 	NAP	 	 	 	NAP	 	0 	 	0 
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	NAP	 	 	 	NAP	 	0 	 	0 


 






    	EXH. B-20



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Other Escrow I Cap ($)	 	Other Escrow I Escrow - Cash or LoC	 	Other  Escrow I - LoC Counterparty	 	Other Escrow II Reserve Description
	1	 	WFB	 	North Dallas Retail Portfolio	 	0 	 	Cash	 	 	 	Tenant Specific TILC Reserve
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	0 	 	Cash	 	 	 	NAP
	3	 	WFB	 	Technology Station	 	0 	 	NAP	 	 	 	NAP
	4	 	WFB	 	Chicago Industrial Portfolio I	 	0 	 	NAP	 	 	 	NAP
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	0 	 	NAP	 	 	 	NAP
	6	 	WFB	 	10 South LaSalle Street	 	0 	 	Cash	 	 	 	Tenant Specific TILC Reserve
	7	 	RMF	 	Hilton Wilmington/Christiana	 	0 	 	Cash	 	 	 	NAP
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	0 	 	Cash	 	 	 	NAP
	9	 	WFB	 	Cottonwood Shopping Center	 	352,500 	 	Cash	 	 	 	Parking Lot Repair Reserve
	10	 	WFB	 	PRA Health Sciences	 	0 	 	NAP	 	 	 	NAP
	11	 	RMF	 	Orlando Plaza Garage	 	0 	 	NAP	 	 	 	NAP
	12	 	WFB	 	Northline Industrial Center	 	0 	 	NAP	 	 	 	NAP
	13	 	Basis 	 	Wilshire Plaza	 	0 	 	Cash	 	 	 	NAP
	14	 	Basis 	 	Northview Harbor Apartments	 	0 	 	Cash	 	 	 	Debt Yield Reserve
	15	 	NCB	 	Gill Park Cooperative	 	0 	 	Cash	 	 	 	Collateral Security Agreement for Elevator Work
	16	 	CIIICM	 	Tharp Retail Portfolio	 	0 	 	Cash	 	 	 	Salazar Dentist TI/LC Reserve
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	0 	 	NAP	 	 	 	NAP
	18	 	RMF	 	Waterford Landing Apartments	 	0 	 	Cash	 	 	 	NAP
	19	 	CIIICM	 	The Landings at 56th	 	0 	 	NAP	 	 	 	NAP
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	0 	 	Cash	 	 	 	NAP
	21	 	WFB	 	Hampton Inn Suites Ontario	 	0 	 	NAP	 	 	 	NAP
	22	 	WFB	 	Mission Bay Self Storage	 	0 	 	NAP	 	 	 	NAP
	23	 	RMF	 	Compass Self Storage Portfolio	 	0 	 	NAP	 	 	 	NAP
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	0 	 	NAP	 	 	 	NAP
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	0 	 	NAP	 	 	 	NAP
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	0 	 	Cash	 	 	 	Enphase TILC Reserve
	27	 	Basis 	 	Pelham Commons	 	0 	 	Cash	 	 	 	Famous Toastery Reserve
	28	 	WFB	 	Seminole Orange Plaza Center	 	0 	 	NAP	 	 	 	NAP
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	0 	 	Cash	 	 	 	Seasonality Reserve
	30	 	RMF	 	Walgreens Portfolio	 	0 	 	NAP	 	 	 	NAP
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	0 	 	NAP	 	 	 	NAP
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	0 	 	NAP	 	 	 	NAP
	33	 	WFB	 	Hampton Inn Carmel, IN	 	0 	 	NAP	 	 	 	NAP
	34	 	WFB	 	San Bernardino Marketplace	 	0 	 	NAP	 	 	 	NAP
	35	 	NCB	 	711 Shore Road Owners Corp.	 	0 	 	NAP	 	 	 	NAP
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	0 	 	NAP	 	 	 	NAP
	37	 	RMF	 	Summer Glen Apartments	 	0 	 	NAP	 	 	 	NAP
	38	 	CIIICM	 	37600 Filbert Street	 	0 	 	Cash	 	 	 	NAP
	39	 	RMF	 	Shea 70 Plaza	 	0 	 	NAP	 	 	 	NAP
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	0 	 	NAP	 	 	 	NAP


 






    	EXH. B-21



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Other Escrow I Cap ($)	 	Other Escrow I Escrow - Cash or LoC	 	Other  Escrow I - LoC Counterparty	 	Other Escrow II Reserve Description
	41	 	WFB	 	Carson Building	 	0 	 	Cash	 	 	 	Panic TILC Reserve
	42	 	RMF	 	Midtown Market 	 	0 	 	NAP	 	 	 	NAP
	43	 	WFB	 	Hy-Vee Waterloo	 	0 	 	NAP	 	 	 	NAP
	44	 	NCB	 	505 Central Avenue Corp.	 	0 	 	NAP	 	 	 	NAP
	45	 	RMF	 	Wisconsin Retail Portfolio	 	0 	 	NAP	 	 	 	NAP
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	0 	 	NAP	 	 	 	NAP
	47	 	CIIICM	 	Quality Suites Hickory	 	0 	 	Cash	 	 	 	PIP Reserve
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	0 	 	NAP	 	 	 	NAP
	49	 	NCB	 	65 West 95th Owners Corp.	 	0 	 	NAP	 	 	 	NAP
	50	 	RMF	 	Carolina Village MHC	 	0 	 	Cash	 	 	 	NAP
	51	 	RMF	 	Center Grove Estates	 	0 	 	NAP	 	 	 	NAP
	52	 	NCB	 	Colorado Owners, Inc.	 	0 	 	NAP	 	 	 	NAP
	53	 	NCB	 	Congress Owners, Ltd. 	 	0 	 	NAP	 	 	 	NAP
	54	 	NCB	 	24535 Owners Corp.	 	0 	 	NAP	 	 	 	NAP
	55	 	RMF	 	Storage Plus Self Storage	 	0 	 	NAP	 	 	 	NAP
	56	 	Basis 	 	4721 Calle Carga	 	0 	 	NAP	 	 	 	NAP
	57	 	RMF	 	Comfort Suites Austin	 	0 	 	NAP	 	 	 	NAP
	58	 	WFB	 	Towne Storage-South Jordan	 	0 	 	NAP	 	 	 	NAP
	59	 	RMF	 	ACG Conlon Portfolio	 	0 	 	NAP	 	 	 	NAP
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	0 	 	Cash	 	 	 	NAP
	61	 	RMF	 	Tops Plaza	 	0 	 	NAP	 	 	 	NAP
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	0 	 	NAP	 	 	 	NAP
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	0 	 	NAP	 	 	 	NAP
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	0 	 	NAP	 	 	 	NAP
	65	 	WFB	 	Emerson Plaza	 	0 	 	Cash	 	 	 	Roof Replacement / Ollie’s Bargain Outlet and Dairy Queen Reserve
	66	 	NCB	 	Neighbors Emergency Center	 	0 	 	NAP	 	 	 	NAP
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	0 	 	NAP	 	 	 	NAP
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	0 	 	NAP	 	 	 	NAP
	69	 	NCB	 	Bandera at Woodlawn	 	0 	 	NAP	 	 	 	NAP
	70	 	RMF	 	Summit Marketplace	 	0 	 	NAP	 	 	 	NAP
	71	 	NCB	 	Pelhamdale Manor Corp.	 	0 	 	NAP	 	 	 	NAP
	72	 	WFB	 	Arlington Square-MI	 	0 	 	NAP	 	 	 	NAP
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	0 	 	NAP	 	 	 	NAP
	74	 	WFB	 	Fort Totten Apartments	 	0 	 	NAP	 	 	 	NAP
	75	 	CIIICM	 	The Oaks Plaza	 	0 	 	NAP	 	 	 	NAP
	76	 	NCB	 	Lakefront 17 LLC	 	0 	 	NAP	 	 	 	NAP
	77	 	NCB	 	Tara Close Apartments Corp.	 	0 	 	NAP	 	 	 	NAP
	78	 	CIIICM	 	CVS Algonac	 	0 	 	NAP	 	 	 	NAP
	79	 	NCB	 	64th Apartment Corp.	 	0 	 	NAP	 	 	 	NAP
	80	 	WFB	 	Rankin Industrial Buildings	 	0 	 	NAP	 	 	 	NAP
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	0 	 	Cash	 	 	 	NAP
	82	 	Basis 	 	Metro Woods Apartments	 	0 	 	NAP	 	 	 	NAP
	83	 	NCB	 	285 Riverside Drive Corp.	 	0 	 	NAP	 	 	 	NAP
	84	 	WFB	 	Stonebrook Place Shopping Center	 	0 	 	NAP	 	 	 	NAP
	85	 	CIIICM	 	Pecan Villa MHP	 	0 	 	NAP	 	 	 	NAP
	86	 	WFB	 	Spring Hill Office II	 	0 	 	NAP	 	 	 	NAP
	87	 	RMF	 	Walgreens - Houston	 	0 	 	NAP	 	 	 	NAP
	88	 	WFB	 	M&M MHP	 	0 	 	NAP	 	 	 	NAP
	89	 	WFB	 	343 King Street	 	0 	 	NAP	 	 	 	NAP
	90	 	NCB	 	135 Willow Owners Corp.	 	0 	 	NAP	 	 	 	NAP
	91	 	RMF	 	Middlebury Self Storage	 	0 	 	NAP	 	 	 	NAP
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	200,000 	 	Cash	 	 	 	Return of Equity Holdback
	93	 	WFB	 	3123 Fire Road	 	0 	 	NAP	 	 	 	NAP
	94	 	CIIICM	 	Easy-Stor Self Storage	 	0 	 	NAP	 	 	 	NAP
	95	 	RMF	 	Secured Storage	 	0 	 	NAP	 	 	 	NAP
	96	 	NCB	 	6535 Broadway Owners Corp.	 	0 	 	NAP	 	 	 	NAP
	97	 	NCB	 	16 Canterbury Corp.	 	0 	 	NAP	 	 	 	NAP
	98	 	NCB	 	Hampton House Tenants Corp.	 	0 	 	NAP	 	 	 	NAP
	99	 	RMF	 	Great Indoors Self Storage	 	0 	 	NAP	 	 	 	NAP
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	0 	 	NAP	 	 	 	NAP
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	0 	 	NAP	 	 	 	NAP
	102	 	NCB	 	Fairfax House Owners, Inc.	 	0 	 	NAP	 	 	 	NAP
	103	 	CIIICM	 	Parkway Village Shopping Center	 	0 	 	NAP	 	 	 	NAP
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	0 	 	Cash	 	 	 	NAP
	105	 	RMF	 	A1 Stateline Self Storage	 	0 	 	NAP	 	 	 	NAP
	106	 	NCB	 	588 Main Avenue	 	0 	 	NAP	 	 	 	NAP
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	0 	 	NAP	 	 	 	NAP
	108	 	NCB	 	Starbucks Plaza	 	0 	 	NAP	 	 	 	NAP
	109	 	CIIICM	 	Palm Bay Self Storage	 	0 	 	Cash	 	 	 	NAP
	110	 	NCB	 	Garden Hamilton, Inc.	 	0 	 	NAP	 	 	 	NAP
	111	 	NCB	 	Teliman Holding Corp.	 	0 	 	NAP	 	 	 	NAP
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	0 	 	NAP	 	 	 	NAP


 






    	EXH. B-22



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Other Escrow II (Initial) ($)	 	Other Escrow II (Monthly) ($)	 	Other Escrow II Cap ($)	 	Other Escrow II Escrow - Cash or LoC	 	Other  Escrow II - LoC Counterparty
	1	 	WFB	 	North Dallas Retail Portfolio	 	88,000 	 	0 	 	0 	 	Cash	 	 
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	0 	 	0 	 	0 	 	NAP	 	 
	3	 	WFB	 	Technology Station	 	0 	 	0 	 	0 	 	NAP	 	 
	4	 	WFB	 	Chicago Industrial Portfolio I	 	0 	 	0 	 	0 	 	NAP	 	 
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	0 	 	0 	 	0 	 	NAP	 	 
	6	 	WFB	 	10 South LaSalle Street	 	2,248,889 	 	0 	 	0 	 	Cash	 	 
	7	 	RMF	 	Hilton Wilmington/Christiana	 	0 	 	0 	 	0 	 	NAP	 	 
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	0 	 	0 	 	0 	 	NAP	 	 
	9	 	WFB	 	Cottonwood Shopping Center	 	0 	 	0 	 	0 	 	NAP	 	 
	10	 	WFB	 	PRA Health Sciences	 	0 	 	0 	 	0 	 	NAP	 	 
	11	 	RMF	 	Orlando Plaza Garage	 	0 	 	0 	 	0 	 	NAP	 	 
	12	 	WFB	 	Northline Industrial Center	 	0 	 	0 	 	0 	 	NAP	 	 
	13	 	Basis 	 	Wilshire Plaza	 	0 	 	0 	 	0 	 	NAP	 	 
	14	 	Basis 	 	Northview Harbor Apartments	 	0 	 	0 	 	0 	 	NAP	 	 
	15	 	NCB	 	Gill Park Cooperative	 	675,000 	 	0 	 	0 	 	Cash	 	 
	16	 	CIIICM	 	Tharp Retail Portfolio	 	86,000 	 	0 	 	0 	 	Cash	 	 
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	0 	 	0 	 	0 	 	NAP	 	 
	18	 	RMF	 	Waterford Landing Apartments	 	0 	 	0 	 	0 	 	NAP	 	 
	19	 	CIIICM	 	The Landings at 56th	 	0 	 	0 	 	0 	 	NAP	 	 
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	0 	 	0 	 	0 	 	NAP	 	 
	21	 	WFB	 	Hampton Inn Suites Ontario	 	0 	 	0 	 	0 	 	NAP	 	 
	22	 	WFB	 	Mission Bay Self Storage	 	0 	 	0 	 	0 	 	NAP	 	 
	23	 	RMF	 	Compass Self Storage Portfolio	 	0 	 	0 	 	0 	 	NAP	 	 
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	0 	 	0 	 	0 	 	NAP	 	 
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	0 	 	0 	 	0 	 	NAP	 	 
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	150,000 	 	0 	 	0 	 	Cash	 	 
	27	 	Basis 	 	Pelham Commons	 	359,866 	 	0 	 	0 	 	Cash	 	 
	28	 	WFB	 	Seminole Orange Plaza Center	 	0 	 	0 	 	0 	 	NAP	 	 
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	25,000 	 	0 	 	0 	 	Cash	 	 
	30	 	RMF	 	Walgreens Portfolio	 	0 	 	0 	 	0 	 	NAP	 	 
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	0 	 	0 	 	0 	 	NAP	 	 
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	0 	 	0 	 	0 	 	NAP	 	 
	33	 	WFB	 	Hampton Inn Carmel, IN	 	0 	 	0 	 	0 	 	NAP	 	 
	34	 	WFB	 	San Bernardino Marketplace	 	0 	 	0 	 	0 	 	NAP	 	 
	35	 	NCB	 	711 Shore Road Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	37	 	RMF	 	Summer Glen Apartments	 	0 	 	0 	 	0 	 	NAP	 	 
	38	 	CIIICM	 	37600 Filbert Street	 	0 	 	0 	 	0 	 	NAP	 	 
	39	 	RMF	 	Shea 70 Plaza	 	0 	 	0 	 	0 	 	NAP	 	 
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	0 	 	0 	 	0 	 	NAP	 	 


 






    	EXH. B-23



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Other Escrow II (Initial) ($)	 	Other Escrow II (Monthly) ($)	 	Other Escrow II Cap ($)	 	Other Escrow II Escrow - Cash or LoC	 	Other  Escrow II - LoC Counterparty
	41	 	WFB	 	Carson Building	 	64,632 	 	0 	 	0 	 	Cash	 	 
	42	 	RMF	 	Midtown Market 	 	0 	 	0 	 	0 	 	NAP	 	 
	43	 	WFB	 	Hy-Vee Waterloo	 	0 	 	0 	 	0 	 	NAP	 	 
	44	 	NCB	 	505 Central Avenue Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	45	 	RMF	 	Wisconsin Retail Portfolio	 	0 	 	0 	 	0 	 	NAP	 	 
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	0 	 	0 	 	0 	 	NAP	 	 
	47	 	CIIICM	 	Quality Suites Hickory	 	35,000 	 	0 	 	0 	 	Cash	 	 
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	0 	 	0 	 	0 	 	NAP	 	 
	49	 	NCB	 	65 West 95th Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	50	 	RMF	 	Carolina Village MHC	 	0 	 	0 	 	0 	 	NAP	 	 
	51	 	RMF	 	Center Grove Estates	 	0 	 	0 	 	0 	 	NAP	 	 
	52	 	NCB	 	Colorado Owners, Inc.	 	0 	 	0 	 	0 	 	NAP	 	 
	53	 	NCB	 	Congress Owners, Ltd. 	 	0 	 	0 	 	0 	 	NAP	 	 
	54	 	NCB	 	24535 Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	55	 	RMF	 	Storage Plus Self Storage	 	0 	 	0 	 	0 	 	NAP	 	 
	56	 	Basis 	 	4721 Calle Carga	 	0 	 	0 	 	0 	 	NAP	 	 
	57	 	RMF	 	Comfort Suites Austin	 	0 	 	0 	 	0 	 	NAP	 	 
	58	 	WFB	 	Towne Storage-South Jordan	 	0 	 	0 	 	0 	 	NAP	 	 
	59	 	RMF	 	ACG Conlon Portfolio	 	0 	 	0 	 	0 	 	NAP	 	 
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	0 	 	0 	 	0 	 	NAP	 	 
	61	 	RMF	 	Tops Plaza	 	0 	 	0 	 	0 	 	NAP	 	 
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	0 	 	0 	 	0 	 	NAP	 	 
	65	 	WFB	 	Emerson Plaza	 	Roof Replacement - $150,000	 	0 	 	0 	 	Cash	 	 
	66	 	NCB	 	Neighbors Emergency Center	 	0 	 	0 	 	0 	 	NAP	 	 
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	0 	 	0 	 	0 	 	NAP	 	 
	69	 	NCB	 	Bandera at Woodlawn	 	0 	 	0 	 	0 	 	NAP	 	 
	70	 	RMF	 	Summit Marketplace	 	0 	 	0 	 	0 	 	NAP	 	 
	71	 	NCB	 	Pelhamdale Manor Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	72	 	WFB	 	Arlington Square-MI	 	0 	 	0 	 	0 	 	NAP	 	 
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	0 	 	0 	 	0 	 	NAP	 	 
	74	 	WFB	 	Fort Totten Apartments	 	0 	 	0 	 	0 	 	NAP	 	 
	75	 	CIIICM	 	The Oaks Plaza	 	0 	 	0 	 	0 	 	NAP	 	 
	76	 	NCB	 	Lakefront 17 LLC	 	0 	 	0 	 	0 	 	NAP	 	 
	77	 	NCB	 	Tara Close Apartments Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	78	 	CIIICM	 	CVS Algonac	 	0 	 	0 	 	0 	 	NAP	 	 
	79	 	NCB	 	64th Apartment Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	80	 	WFB	 	Rankin Industrial Buildings	 	0 	 	0 	 	0 	 	NAP	 	 
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	82	 	Basis 	 	Metro Woods Apartments	 	0 	 	0 	 	0 	 	NAP	 	 
	83	 	NCB	 	285 Riverside Drive Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	84	 	WFB	 	Stonebrook Place Shopping Center	 	0 	 	0 	 	0 	 	NAP	 	 
	85	 	CIIICM	 	Pecan Villa MHP	 	0 	 	0 	 	0 	 	NAP	 	 
	86	 	WFB	 	Spring Hill Office II	 	0 	 	0 	 	0 	 	NAP	 	 
	87	 	RMF	 	Walgreens - Houston	 	0 	 	0 	 	0 	 	NAP	 	 
	88	 	WFB	 	M&M MHP	 	0 	 	0 	 	0 	 	NAP	 	 
	89	 	WFB	 	343 King Street	 	0 	 	0 	 	0 	 	NAP	 	 
	90	 	NCB	 	135 Willow Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	91	 	RMF	 	Middlebury Self Storage	 	0 	 	0 	 	0 	 	NAP	 	 
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	3,104 	 	0 	 	0 	 	Cash	 	 
	93	 	WFB	 	3123 Fire Road	 	0 	 	0 	 	0 	 	NAP	 	 
	94	 	CIIICM	 	Easy-Stor Self Storage	 	0 	 	0 	 	0 	 	NAP	 	 
	95	 	RMF	 	Secured Storage	 	0 	 	0 	 	0 	 	NAP	 	 
	96	 	NCB	 	6535 Broadway Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	97	 	NCB	 	16 Canterbury Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	98	 	NCB	 	Hampton House Tenants Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	99	 	RMF	 	Great Indoors Self Storage	 	0 	 	0 	 	0 	 	NAP	 	 
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	0 	 	0 	 	0 	 	NAP	 	 
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	0 	 	0 	 	0 	 	NAP	 	 
	102	 	NCB	 	Fairfax House Owners, Inc.	 	0 	 	0 	 	0 	 	NAP	 	 
	103	 	CIIICM	 	Parkway Village Shopping Center	 	0 	 	0 	 	0 	 	NAP	 	 
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	105	 	RMF	 	A1 Stateline Self Storage	 	0 	 	0 	 	0 	 	NAP	 	 
	106	 	NCB	 	588 Main Avenue	 	0 	 	0 	 	0 	 	NAP	 	 
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	108	 	NCB	 	Starbucks Plaza	 	0 	 	0 	 	0 	 	NAP	 	 
	109	 	CIIICM	 	Palm Bay Self Storage	 	0 	 	0 	 	0 	 	NAP	 	 
	110	 	NCB	 	Garden Hamilton, Inc.	 	0 	 	0 	 	0 	 	NAP	 	 
	111	 	NCB	 	Teliman Holding Corp.	 	0 	 	0 	 	0 	 	NAP	 	 
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	0 	 	0 	 	0 	 	NAP	 	 


 






    	EXH. B-24



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage 

Loan

 Number	 	Mortgage Loan Seller	 	Property Name	 	Holdback(7)	 	Secured by LOC (Y/N)	 	LOC Amount	 	Type of Lockbox
	1	 	WFB	 	North Dallas Retail Portfolio	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	1.01	 	WFB	 	Heritage Heights	 	 	 	 	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	 	 	N	 	NAP	 	Hard/Upfront Cash Management
	3	 	WFB	 	Technology Station	 	 	 	N	 	NAP	 	Springing
	4	 	WFB	 	Chicago Industrial Portfolio I	 	 	 	N	 	NAP	 	Hard/Upfront Cash Management
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	 	 	N	 	NAP	 	Hard/Upfront Cash Management
	6	 	WFB	 	10 South LaSalle Street	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	7	 	RMF	 	Hilton Wilmington/Christiana	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	 	 	N	 	NAP	 	Springing
	9	 	WFB	 	Cottonwood Shopping Center	 	 	 	N	 	NAP	 	Springing
	10	 	WFB	 	PRA Health Sciences	 	 	 	N	 	NAP	 	Hard/Upfront Cash Management
	11	 	RMF	 	Orlando Plaza Garage	 	 	 	N	 	NAP	 	None
	12	 	WFB	 	Northline Industrial Center	 	 	 	N	 	NAP	 	Springing
	13	 	Basis 	 	Wilshire Plaza	 	 	 	N	 	NAP	 	Springing
	14	 	Basis 	 	Northview Harbor Apartments	 	 	 	N	 	NAP	 	Springing
	15	 	NCB	 	Gill Park Cooperative	 	 	 	N	 	NAP	 	None
	16	 	CIIICM	 	Tharp Retail Portfolio	 	 	 	N	 	NAP	 	Springing
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	 	 	N	 	NAP	 	Springing
	18	 	RMF	 	Waterford Landing Apartments	 	 	 	N	 	NAP	 	Springing
	19	 	CIIICM	 	The Landings at 56th	 	 	 	N	 	NAP	 	Springing
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	 	 	N	 	NAP	 	None
	21	 	WFB	 	Hampton Inn Suites Ontario	 	 	 	N	 	NAP	 	Springing
	22	 	WFB	 	Mission Bay Self Storage	 	 	 	N	 	NAP	 	Springing
	23	 	RMF	 	Compass Self Storage Portfolio	 	 	 	N	 	NAP	 	Springing
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	 	 	N	 	NAP	 	Springing
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	 	 	N	 	NAP	 	Springing
	27	 	Basis 	 	Pelham Commons	 	 	 	N	 	NAP	 	Springing
	28	 	WFB	 	Seminole Orange Plaza Center	 	 	 	N	 	NAP	 	Springing
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	30	 	RMF	 	Walgreens Portfolio	 	 	 	N	 	NAP	 	Springing
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	 	 	N	 	NAP	 	Springing
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	 	 	N	 	NAP	 	None
	33	 	WFB	 	Hampton Inn Carmel, IN	 	 	 	N	 	NAP	 	None
	34	 	WFB	 	San Bernardino Marketplace	 	 	 	N	 	NAP	 	Springing
	35	 	NCB	 	711 Shore Road Owners Corp.	 	 	 	N	 	NAP	 	None
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	 	 	N	 	NAP	 	None
	37	 	RMF	 	Summer Glen Apartments	 	 	 	N	 	NAP	 	Springing
	38	 	CIIICM	 	37600 Filbert Street	 	 	 	N	 	NAP	 	Springing
	39	 	RMF	 	Shea 70 Plaza	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	 	 	N	 	NAP	 	None


 






    	EXH. B-25



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage 

Loan

 Number	 	Mortgage Loan Seller	 	Property Name	 	Holdback(7)	 	Secured by LOC (Y/N)	 	LOC Amount	 	Type of Lockbox
	41	 	WFB	 	Carson Building	 	 	 	N	 	NAP	 	Springing
	42	 	RMF	 	Midtown Market 	 	 	 	N	 	NAP	 	Springing
	43	 	WFB	 	Hy-Vee Waterloo	 	 	 	N	 	NAP	 	Hard/Upfront Cash Management
	44	 	NCB	 	505 Central Avenue Corp.	 	 	 	N	 	NAP	 	None
	45	 	RMF	 	Wisconsin Retail Portfolio	 	 	 	N	 	NAP	 	Springing
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	47	 	CIIICM	 	Quality Suites Hickory	 	 	 	N	 	NAP	 	Springing
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	49	 	NCB	 	65 West 95th Owners Corp.	 	 	 	N	 	NAP	 	None
	50	 	RMF	 	Carolina Village MHC	 	 	 	N	 	NAP	 	Springing
	51	 	RMF	 	Center Grove Estates	 	 	 	N	 	NAP	 	Springing
	52	 	NCB	 	Colorado Owners, Inc.	 	 	 	N	 	NAP	 	None
	53	 	NCB	 	Congress Owners, Ltd. 	 	 	 	N	 	NAP	 	None
	54	 	NCB	 	24535 Owners Corp.	 	 	 	N	 	NAP	 	None
	55	 	RMF	 	Storage Plus Self Storage	 	 	 	N	 	NAP	 	Springing
	56	 	Basis 	 	4721 Calle Carga	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	57	 	RMF	 	Comfort Suites Austin	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	58	 	WFB	 	Towne Storage-South Jordan	 	 	 	N	 	NAP	 	None
	59	 	RMF	 	ACG Conlon Portfolio	 	 	 	N	 	NAP	 	Springing
	59.01	 	RMF	 	Southside MHC	 	 	 	 	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	 	 	N	 	NAP	 	Springing
	61	 	RMF	 	Tops Plaza	 	 	 	N	 	NAP	 	Springing
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	 	 	N	 	NAP	 	None
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	 	 	N	 	NAP	 	None
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	 	 	N	 	NAP	 	None
	65	 	WFB	 	Emerson Plaza	 	 	 	N	 	NAP	 	Springing
	66	 	NCB	 	Neighbors Emergency Center	 	 	 	N	 	NAP	 	Hard/Upfront Cash Management
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	 	 	N	 	NAP	 	None
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	 	 	N	 	NAP	 	Springing
	69	 	NCB	 	Bandera at Woodlawn	 	 	 	N	 	NAP	 	None
	70	 	RMF	 	Summit Marketplace	 	 	 	N	 	NAP	 	Hard/Springing Cash Management
	71	 	NCB	 	Pelhamdale Manor Corp.	 	 	 	N	 	NAP	 	None
	72	 	WFB	 	Arlington Square-MI	 	 	 	N	 	NAP	 	Springing
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	 	 	N	 	NAP	 	None
	74	 	WFB	 	Fort Totten Apartments	 	 	 	N	 	NAP	 	None
	75	 	CIIICM	 	The Oaks Plaza	 	 	 	N	 	NAP	 	Springing
	76	 	NCB	 	Lakefront 17 LLC	 	 	 	N	 	NAP	 	None
	77	 	NCB	 	Tara Close Apartments Corp.	 	 	 	N	 	NAP	 	None
	78	 	CIIICM	 	CVS Algonac	 	 	 	N	 	NAP	 	Springing
	79	 	NCB	 	64th Apartment Corp.	 	 	 	N	 	NAP	 	None
	80	 	WFB	 	Rankin Industrial Buildings	 	 	 	N	 	NAP	 	None
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	 	 	N	 	NAP	 	None
	82	 	Basis 	 	Metro Woods Apartments	 	 	 	N	 	NAP	 	Springing
	83	 	NCB	 	285 Riverside Drive Corp.	 	 	 	N	 	NAP	 	None
	84	 	WFB	 	Stonebrook Place Shopping Center	 	 	 	N	 	NAP	 	Springing
	85	 	CIIICM	 	Pecan Villa MHP	 	 	 	N	 	NAP	 	Springing
	86	 	WFB	 	Spring Hill Office II	 	 	 	N	 	NAP	 	Springing
	87	 	RMF	 	Walgreens - Houston	 	 	 	N	 	NAP	 	Springing
	88	 	WFB	 	M&M MHP	 	 	 	N	 	NAP	 	None
	89	 	WFB	 	343 King Street	 	 	 	N	 	NAP	 	None
	90	 	NCB	 	135 Willow Owners Corp.	 	 	 	N	 	NAP	 	None
	91	 	RMF	 	Middlebury Self Storage	 	 	 	N	 	NAP	 	Springing
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	 	 	N	 	NAP	 	Springing
	93	 	WFB	 	3123 Fire Road	 	 	 	N	 	NAP	 	Springing
	94	 	CIIICM	 	Easy-Stor Self Storage	 	 	 	N	 	NAP	 	Springing
	95	 	RMF	 	Secured Storage	 	 	 	N	 	NAP	 	Springing
	96	 	NCB	 	6535 Broadway Owners Corp.	 	 	 	N	 	NAP	 	None
	97	 	NCB	 	16 Canterbury Corp.	 	 	 	N	 	NAP	 	None
	98	 	NCB	 	Hampton House Tenants Corp.	 	 	 	N	 	NAP	 	None
	99	 	RMF	 	Great Indoors Self Storage	 	 	 	N	 	NAP	 	Springing
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	 	 	N	 	NAP	 	None
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	 	 	N	 	NAP	 	None
	102	 	NCB	 	Fairfax House Owners, Inc.	 	 	 	N	 	NAP	 	None
	103	 	CIIICM	 	Parkway Village Shopping Center	 	 	 	N	 	NAP	 	Springing
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	 	 	N	 	NAP	 	None
	105	 	RMF	 	A1 Stateline Self Storage	 	 	 	N	 	NAP	 	Springing
	106	 	NCB	 	588 Main Avenue	 	 	 	N	 	NAP	 	None
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	 	 	N	 	NAP	 	None
	108	 	NCB	 	Starbucks Plaza	 	 	 	N	 	NAP	 	None
	109	 	CIIICM	 	Palm Bay Self Storage	 	 	 	N	 	NAP	 	Springing
	110	 	NCB	 	Garden Hamilton, Inc.	 	 	 	N	 	NAP	 	None
	111	 	NCB	 	Teliman Holding Corp.	 	 	 	N	 	NAP	 	None
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	 	 	N	 	NAP	 	None


 






    	EXH. B-26



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Borrower Name
	1	 	WFB	 	North Dallas Retail Portfolio	 	Josey Oaks TT Owner LLC; HG TT Owner LLC; Heritage Heights TT Owner LLC; Highlands TT Owner LLC; Park West TT Owner LLC; Cross Timbers TT Owner LLC; Flower Mound TT Owner LLC; 14SM TT Owner LLC
	1.01	 	WFB	 	Heritage Heights	 	 
	1.02	 	WFB	 	The Highlands	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 
	1.06	 	WFB	 	Park West Plaza	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 
	1.08	 	WFB	 	14th Street Market	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	Columbia Properties Melville, LLC
	3	 	WFB	 	Technology Station	 	500 Arguello, LLC
	4	 	WFB	 	Chicago Industrial Portfolio I	 	Welbic IV Alsip 12500 LLC; Welbic IV Kenosha 5727 LLC; Welbic IV Elmhurst 420 LLC; Welbic IV Elk Grove 1463 LLC; Welbic IV Gurnee 2011 LLC; Welbic IV Romeoville 1229 LLC; Welbic IV Buffalo Grove 901 LLC; Welbic IV Naperville 1560 LLC; Welbic IV Chicago 2701 LLC; Welbic IV Carol Stream 733 LLC; Welbic IV Elmhurst 877 LLC; Welbic IV St Charles 3705 LLC; Welbic IV Waukegan 3211 LLC; Welbic IV Schaumburg 2095 LLC; Welbic III Bridgeview 8100 LLC; Welbic III Downer Grove 2460 LLC; Welbic III Downer Grove 2500 LLC; Welbic III Rolling Meadows 2785 LLC
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	Avenue P Venture, LLC; Brody Newark, LLC; Bradley Ind Holding, LLC; Houston Venture Holding, LLC; Kinross Venture Holding, LLC
	6	 	WFB	 	10 South LaSalle Street	 	10 South LaSalle Owner LLC
	7	 	RMF	 	Hilton Wilmington/Christiana	 	MJ Wilmington Hotel Associates, L.P.
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	Redwood Suites, LLC
	9	 	WFB	 	Cottonwood Shopping Center	 	Gibson-Cottonwood, LLC; Benson-Cottonwood, LLC; Middlemas-Cottonwood, LLC; Speno-Cottonwood, LLC; Lazzarini-Cottonwood, LLC; Hodnefield-Cottonwood, LLC; and Brockhoff-Cottonwood, LLC
	10	 	WFB	 	PRA Health Sciences	 	AGNL Science, L.L.C.
	11	 	RMF	 	Orlando Plaza Garage	 	RP Plaza Property, LLC
	12	 	WFB	 	Northline Industrial Center	 	Romulus Huron River Drive LLC; Holdings Romulus, LLC
	13	 	Basis 	 	Wilshire Plaza	 	Wilshire Plaza Investors, LLC
	14	 	Basis 	 	Northview Harbor Apartments	 	NVH-GR360, LLC
	15	 	NCB	 	Gill Park Cooperative	 	Gill Park Cooperative
	16	 	CIIICM	 	Tharp Retail Portfolio	 	Don’s Legacy, L.L.C.
	16.01	 	CIIICM	 	Belmont Center	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 
	16.08	 	CIIICM	 	National Road Center	 	 
	17	 	WFB	 	South Creek Retail	 	Alves South Creek, LLC
	18	 	RMF	 	Waterford Landing Apartments	 	HPI Waterford Landing DST
	19	 	CIIICM	 	The Landings at 56th	 	The Landings at 56th, LLC
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	Maple Plaza Housing Development Fund Corporation
	21	 	WFB	 	Hampton Inn Suites Ontario	 	I O W, LLC
	22	 	WFB	 	Mission Bay Self Storage	 	HR-441, Ltd.
	23	 	RMF	 	Compass Self Storage Portfolio	 	Amsdell Storage Ventures XXXVII, LLC; Rising Tide Krome, LLC
	23.01	 	RMF	 	Compass Self Storage	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	RB Rivergate LLC
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	Midwest Self-Storage, LLC
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	Sequoia 1400 North McDowell LLC
	27	 	Basis 	 	Pelham Commons	 	Pelham Commons Investors, LLC
	28	 	WFB	 	Seminole Orange Plaza Center	 	Pacific WAG-Loxa LLC
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	BCA Hospitality, Inc.
	30	 	RMF	 	Walgreens Portfolio	 	Kirk Gottlieb Rainbow City, LLC; Kirk Gottlieb Claremore, LLC
	30.01	 	RMF	 	Walgreens - Claremore	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 
	31	 	RMF	 	Locker Room Portfolio	 	Prime Aramingo, LLC; Prime 62nd St., LLC
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	Burlington-Terri, LLC
	33	 	WFB	 	Hampton Inn Carmel, IN	 	North Meridian Carmel Hotel, L.P.
	34	 	WFB	 	San Bernardino Marketplace	 	Westmar I Super LLC
	35	 	NCB	 	711 Shore Road Owners Corp.	 	711 Shore Road Owners Corp.
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	440 East 79th Street Owners Corp.
	37	 	RMF	 	Summer Glen Apartments	 	SM-Summer Glen, LLC
	38	 	CIIICM	 	37600 Filbert Street	 	37600 Filbert Street, LLC
	39	 	RMF	 	Shea 70 Plaza	 	Shea Center, LLC
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	Corp. One Property Company LLC; CSV Property Company LLC


 






    	EXH. B-27



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Borrower Name
	41	 	WFB	 	Carson Building	 	A&M Carson, LLC
	42	 	RMF	 	Midtown Market 	 	Midtown Market Missouri City, TX. LLC
	43	 	WFB	 	Hy-Vee Waterloo	 	HV Waterloo LLC
	44	 	NCB	 	505 Central Avenue Corp.	 	505 Central Avenue Corp.
	45	 	RMF	 	Wisconsin Retail Portfolio	 	TRL Rapids, LLC; TRL Kenosha, LLC
	45.01	 	RMF	 	Wisconsin Rapids	 	 
	45.02	 	RMF	 	Kenosha	 	 
	45.03	 	RMF	 	Laona	 	 
	45.04	 	RMF	 	Lakewood	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	Roberts Crossing LLC
	47	 	CIIICM	 	Quality Suites Hickory	 	Shiv Sai Hotels of QS, Inc. 
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	Round Rock Associates LLC
	49	 	NCB	 	65 West 95th Owners Corp.	 	65 West 95th Owners Corp.
	50	 	RMF	 	Carolina Village MHC	 	Carolina Village NC, LLC
	51	 	RMF	 	Center Grove Estates	 	Center Grove Estates LLC
	52	 	NCB	 	Colorado Owners, Inc.	 	Colorado Owners, Inc.
	53	 	NCB	 	Congress Owners, Ltd. 	 	Congress Owners, Ltd. 
	54	 	NCB	 	24535 Owners Corp.	 	24535 Owners Corp.
	55	 	RMF	 	Storage Plus Self Storage	 	Iverson Family Outer Loop, LLC
	56	 	Basis 	 	4721 Calle Carga	 	Hobbes Realty, LLC
	57	 	RMF	 	Comfort Suites Austin	 	Anand & Alisha, L.P.
	58	 	WFB	 	Towne Storage-South Jordan	 	Towne Storage South Jordan, L.C.
	59	 	RMF	 	ACG Conlon Portfolio	 	ACG School Road, LLC; ACG Southside, LLC
	59.01	 	RMF	 	Southside MHC	 	 
	59.02	 	RMF	 	Village Green MHC	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	Belle Promenade Shops I, LLC
	61	 	RMF	 	Tops Plaza	 	PDQ 9604 Tops, LLC
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	333 Bronx River Tenants Corp.
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	Linden Hill No. 2 Cooperative Corp.
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	Grinnell Housing Development Fund Corporation
	65	 	WFB	 	Emerson Plaza	 	5201 East Thompson LLC
	66	 	NCB	 	Neighbors Emergency Center	 	ARC Houston Healthcare, DST
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	Hartsdale Gardens Owners Corp.
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	Hendricks County Self-Storage, LLC
	69	 	NCB	 	Bandera at Woodlawn	 	Bandera 919 LLC
	70	 	RMF	 	Summit Marketplace	 	Summit 06 A, LLC
	71	 	NCB	 	Pelhamdale Manor Corp.	 	Pelhamdale Manor Corp.
	72	 	WFB	 	Arlington Square-MI	 	Arlington Square Properties LLC
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.
	74	 	WFB	 	Fort Totten Apartments	 	Fort Totten Apartments, LLC
	75	 	CIIICM	 	The Oaks Plaza	 	BTS Properties, LLC
	76	 	NCB	 	Lakefront 17 LLC	 	Lakefront 17, LLC
	77	 	NCB	 	Tara Close Apartments Corp.	 	Tara Close Apartments Corp.
	78	 	CIIICM	 	CVS Algonac	 	Algonac Realty LLC
	79	 	NCB	 	64th Apartment Corp.	 	64th Apartment Corp.
	80	 	WFB	 	Rankin Industrial Buildings	 	Rankin Park L.C.
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	3050 Fairfield Avenue Owners Corp.
	82	 	Basis 	 	Metro Woods Apartments	 	Barkus Associates LLC
	83	 	NCB	 	285 Riverside Drive Corp.	 	285 Riverside Drive Corp.
	84	 	WFB	 	Stonebrook Place Shopping Center	 	Bolingbrook Shopping Center LLC
	85	 	CIIICM	 	Pecan Villa MHP	 	Trinity PV, LP
	86	 	WFB	 	Spring Hill Office II	 	Springhill BP II, LLC
	87	 	RMF	 	Walgreens - Houston	 	Antoine Drive Kirk Dunitz Houston, LP
	88	 	WFB	 	M&M MHP	 	M&M MHP LLC
	89	 	WFB	 	343 King Street	 	343 King Properties, LLC
	90	 	NCB	 	135 Willow Owners Corp.	 	135 Willow Owners Corp.
	91	 	RMF	 	Middlebury Self Storage	 	Prime Middlebury, LLC
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	Timberline Estates Reorganization, Ltd. Co.
	93	 	WFB	 	3123 Fire Road	 	Fireton Development Associates, LLC
	94	 	CIIICM	 	Easy-Stor Self Storage	 	Dade City SS, LLC 
	95	 	RMF	 	Secured Storage	 	Altiora Amsterdam LLC
	96	 	NCB	 	6535 Broadway Owners Corp.	 	6535 Broadway Owners Corp.
	97	 	NCB	 	16 Canterbury Corp.	 	16 Canterbury Corp.
	98	 	NCB	 	Hampton House Tenants Corp.	 	Hampton House Tenants Corp.
	99	 	RMF	 	Great Indoors Self Storage	 	Prime Upper Darby LLC
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	90 Eighth Avenue Housing Co., Inc.
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	Barclay Plaza Owners, Inc.
	102	 	NCB	 	Fairfax House Owners, Inc.	 	Fairfax House Owners, Inc.
	103	 	CIIICM	 	Parkway Village Shopping Center	 	1806 Parkway LLC
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	East Hampton Mews Tenants Corp.
	105	 	RMF	 	A1 Stateline Self Storage	 	Prime A-1 State Line, LLC
	106	 	NCB	 	588 Main Avenue	 	JA Real Property Corporation, LLC
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	Heathcote Manor Owners Corp.
	108	 	NCB	 	Starbucks Plaza	 	JVDS, LLC
	109	 	CIIICM	 	Palm Bay Self Storage	 	Palm Bay SS, LLC 
	110	 	NCB	 	Garden Hamilton, Inc.	 	Garden Hamilton, Inc.
	111	 	NCB	 	Teliman Holding Corp.	 	Teliman Holding Corp.
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	Gramatan Court Apartments, Inc.


 






    	EXH. B-28



    	 



    

 


	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Sponsor Name	 	Servicing 

Fee Rate
	1	 	WFB	 	North Dallas Retail Portfolio	 	Annaly Commercial Real Estate Group, Inc.	 	0.0050%
	1.01	 	WFB	 	Heritage Heights	 	 	 	 
	1.02	 	WFB	 	The Highlands	 	 	 	 
	1.03	 	WFB	 	Josey Oaks Crossing	 	 	 	 
	1.04	 	WFB	 	Hunter’s Glen Crossing	 	 	 	 
	1.05	 	WFB	 	Flower Mound Crossing	 	 	 	 
	1.06	 	WFB	 	Park West Plaza	 	 	 	 
	1.07	 	WFB	 	Cross Timbers Court	 	 	 	 
	1.08	 	WFB	 	14th Street Market	 	 	 	 
	2	 	RMF	 	Marriott Melville Long Island	 	Columbia Sussex Corporation; CSC Holdings, LLC	 	0.0050%
	3	 	WFB	 	Technology Station	 	Edward D. Storm, individually and as trustee of the Edward D. Storm 2001 Revocable Trust; Derek J. Hunter, Jr., individually and as trustee of the Hunter 1988 Revocable Trust	 	0.0050%
	4	 	WFB	 	Chicago Industrial Portfolio I	 	George J. Cibula, Jr.; Matthew Lewandowski	 	0.0050%
	4.01	 	WFB	 	3211 Oak Grove Avenue	 	 	 	 
	4.02	 	WFB	 	8100 South 77th Avenue	 	 	 	 
	4.03	 	WFB	 	2701 South Western Avenue	 	 	 	 
	4.04	 	WFB	 	1560 Frontenac Road	 	 	 	 
	4.05	 	WFB	 	2785 Algonquin Road	 	 	 	 
	4.06	 	WFB	 	951 Corporate Grove Drive	 	 	 	 
	4.07	 	WFB	 	1225-1229 Lakeside Drive	 	 	 	 
	4.08	 	WFB	 	733-747 Kimberly Drive	 	 	 	 
	4.09	 	WFB	 	12500 Lombard Lane	 	 	 	 
	4.10	 	WFB	 	2500-2518 Wisconsin Avenue	 	 	 	 
	4.11	 	WFB	 	2460-2478 Wisconsin Avenue	 	 	 	 
	4.12	 	WFB	 	2095-2105 Hammond Drive	 	 	 	 
	4.13	 	WFB	 	877 North Larch Avenue	 	 	 	 
	4.14	 	WFB	 	2011 Swanson Court	 	 	 	 
	4.15	 	WFB	 	3705 Stern Avenue	 	 	 	 
	4.16	 	WFB	 	5727 95th Avenue	 	 	 	 
	4.17	 	WFB	 	420 West Wrightwood Avenue	 	 	 	 
	4.18	 	WFB	 	1463 Lunt Avenue	 	 	 	 
	5	 	WFB	 	Preferred Freezer - Newark	 	Sherwin Jarol	 	0.0050%
	6	 	WFB	 	10 South LaSalle Street	 	Jeffrey Feil	 	0.0025%
	7	 	RMF	 	Hilton Wilmington/Christiana	 	Richard G. Jabara; Theodore R. Jabara, Jr.; Gail Asarch; WAM Residential Investments, LLC	 	0.0050%
	8	 	CIIICM	 	TownePlace Suites Redwood City	 	Max A. Keech; William J. Hamrick; Hamrick Investments, LLC; and Green Valley Corporation	 	0.0050%
	9	 	WFB	 	Cottonwood Shopping Center	 	G. Drew Gibson; David P. Middlemas; William T. Benson; Steven G. Speno; David P. Lazzarini; Phyllis A. Lazzarini; Sherri J. Hodnefield; Kimberly L. Faris; Ron S. Brockhoff	 	0.0050%
	10	 	WFB	 	PRA Health Sciences	 	AG Net Lease III Corp.; AG Net Lease III (SO) Corp.	 	0.0050%
	11	 	RMF	 	Orlando Plaza Garage	 	A. Stuart Rubin; L&R Investment Company	 	0.0050%
	12	 	WFB	 	Northline Industrial Center	 	Christopher Semarjian; Stuart Lichter	 	0.0325%
	13	 	Basis 	 	Wilshire Plaza	 	Victory Real Estate Investments, LLC	 	0.0050%
	14	 	Basis 	 	Northview Harbor Apartments	 	Shawn Stafford	 	0.0050%
	15	 	NCB	 	Gill Park Cooperative	 	NAP	 	0.0800%
	16	 	CIIICM	 	Tharp Retail Portfolio	 	Donald J. Tharp; Marsha Tharp	 	0.0050%
	16.01	 	CIIICM	 	Belmont Center	 	 	 	 
	16.02	 	CIIICM	 	CSL Plasma Center	 	 	 	 
	16.03	 	CIIICM	 	Emerson Center North	 	 	 	 
	16.04	 	CIIICM	 	Shadeland Center	 	 	 	 
	16.05	 	CIIICM	 	Gateway Office Center	 	 	 	 
	16.06	 	CIIICM	 	Girls School Road Center	 	 	 	 
	16.07	 	CIIICM	 	Crawfordsville South Center	 	 	 	 
	16.08	 	CIIICM	 	National Road Center	 	 	 	 
	17	 	WFB	 	South Creek Retail	 	Belmida Alves; Gary G. Gillmor individually and as trustee of the Gary G. Gillmor 1995 Revocable Trust	 	0.0050%
	18	 	RMF	 	Waterford Landing Apartments	 	Matthew A. Sharp; J. David Kelsey	 	0.0050%
	19	 	CIIICM	 	The Landings at 56th	 	Jeffrey L. Kittle	 	0.0050%
	20	 	NCB	 	Maple Plaza Housing Development Fund Corporation	 	NAP	 	0.0800%
	21	 	WFB	 	Hampton Inn Suites Ontario	 	Ock Ja Won; Il Sung Won	 	0.0050%
	22	 	WFB	 	Mission Bay Self Storage	 	Kimberly Rosemurgy	 	0.0050%
	23	 	RMF	 	Compass Self Storage Portfolio	 	Barry L. Amsdell; Robert J. Amsdell	 	0.0525%
	23.01	 	RMF	 	Compass Self Storage	 	 	 	 
	23.02	 	RMF	 	ABM Self Storage	 	 	 	 
	24	 	RMF	 	Marketplace at Rivergate	 	Richard Birdoff	 	0.0050%
	25	 	CIIICM	 	Infinite Self Storage Portfolio	 	Jeffrey L. Kittle	 	0.0050%
	25.01	 	CIIICM	 	Infinite Self Storage - East 52nd	 	 	 	 
	25.02	 	CIIICM	 	Infinite Self Storage - Loveland	 	 	 	 
	26	 	WFB	 	Sequoia Center Building 1400	 	Matthew T. White individually and as trustee of the Matthew White Family Trust	 	0.0050%
	27	 	Basis 	 	Pelham Commons	 	Victory Real Estate Investments, LLC	 	0.0050%
	28	 	WFB	 	Seminole Orange Plaza Center	 	David Rosen; Harvey Rosen	 	0.0425%
	29	 	Basis 	 	Hampton Inn - Cincinnati Airport North	 	Ajay D. Patel; Bharat Kalyan; Amul Patel	 	0.0050%
	30	 	RMF	 	Walgreens Portfolio	 	Lynn G. Kirk; Frank W. Kirk	 	0.0050%
	30.01	 	RMF	 	Walgreens - Claremore	 	 	 	 
	30.02	 	RMF	 	Walgreens - Rainbow	 	 	 	 
	31	 	RMF	 	Locker Room Portfolio	 	Robert Moser; Robert Morgan	 	0.0050%
	31.01	 	RMF	 	Locker Room - 62nd Street	 	 	 	 
	31.02	 	RMF	 	Locker Room - Aramingo	 	 	 	 
	32	 	NCB	 	2 & 6 Terri Lane	 	Ivan Stern	 	0.0800%
	33	 	WFB	 	Hampton Inn Carmel, IN	 	Greg Schahet	 	0.0050%
	34	 	WFB	 	San Bernardino Marketplace	 	Richard L. Martin; Richard L. Martin Trust	 	0.0050%
	35	 	NCB	 	711 Shore Road Owners Corp.	 	NAP	 	0.0800%
	36	 	NCB	 	440 East 79th Street Owners Corp.	 	NAP	 	0.0800%
	37	 	RMF	 	Summer Glen Apartments	 	Michael Doyle; John Newsome	 	0.0050%
	38	 	CIIICM	 	37600 Filbert Street	 	John Thomas Young; The John Thomas Young Trust Dated October 21, 1998	 	0.0050%
	39	 	RMF	 	Shea 70 Plaza	 	Shashikant Patel	 	0.0050%
	40	 	WFB	 	215 South Center Street & 210 East Third Street	 	Sheri L. Nahat; Richard N. Mark; William Wenk; Christine Mark; Sheri L. Nahat Trust	 	0.0625%


 






    	EXH. B-29



    	 



    

 


	 	 	 	 	 	 	 	 	 
	Wells Fargo Commercial Mortgage Trust 2016-C32
	MORTGAGE LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 
	Mortgage Loan Number	 	Mortgage Loan Seller	 	Property Name	 	Sponsor Name	 	Servicing 

Fee Rate
	41	 	WFB	 	Carson Building	 	Alvarez & Marshal, Inc.	 	0.0050%
	42	 	RMF	 	Midtown Market 	 	Lakeview Crossing Shopping Center Dallas, TX. Limited Partnership	 	0.0050%
	43	 	WFB	 	Hy-Vee Waterloo	 	Howard Ruskin	 	0.0050%
	44	 	NCB	 	505 Central Avenue Corp.	 	NAP	 	0.0800%
	45	 	RMF	 	Wisconsin Retail Portfolio	 	Henry Tameleo	 	0.0050%
	45.01	 	RMF	 	Wisconsin Rapids	 	 	 	 
	45.02	 	RMF	 	Kenosha	 	 	 	 
	45.03	 	RMF	 	Laona	 	 	 	 
	45.04	 	RMF	 	Lakewood	 	 	 	 
	45.05	 	RMF	 	Chippewa Falls	 	 	 	 
	46	 	Basis 	 	Roberts Crossing Shopping Center	 	Carnegie Properties, Inc.; Peter Meisel; Michael Meisel	 	0.0050%
	47	 	CIIICM	 	Quality Suites Hickory	 	Kunal H. Dave; Navinchandra Patel	 	0.0050%
	48	 	RMF	 	Wingate by Wyndham Round Rock	 	Frank W. Cuiffo; Ronald P. Stewart	 	0.0050%
	49	 	NCB	 	65 West 95th Owners Corp.	 	NAP	 	0.0800%
	50	 	RMF	 	Carolina Village MHC	 	Robert John Miller	 	0.0050%
	51	 	RMF	 	Center Grove Estates	 	Gregory Grief	 	0.0050%
	52	 	NCB	 	Colorado Owners, Inc.	 	NAP	 	0.0800%
	53	 	NCB	 	Congress Owners, Ltd. 	 	NAP	 	0.0800%
	54	 	NCB	 	24535 Owners Corp.	 	NAP	 	0.0800%
	55	 	RMF	 	Storage Plus Self Storage	 	Robert Moser; Robert Morgan	 	0.0050%
	56	 	Basis 	 	4721 Calle Carga	 	Deane Earl Ross	 	0.0050%
	57	 	RMF	 	Comfort Suites Austin	 	Naran B. Patel	 	0.0050%
	58	 	WFB	 	Towne Storage-South Jordan	 	Gary R. Free; James L. McQueen; Brent Clark; John Holman	 	0.0050%
	59	 	RMF	 	ACG Conlon Portfolio	 	Michael B. Conlon	 	0.0050%
	59.01	 	RMF	 	Southside MHC	 	 	 	 
	59.02	 	RMF	 	Village Green MHC	 	 	 	 
	60	 	Basis 	 	Belle Promenade Shoppes	 	Victory Real Estate Investments, LLC	 	0.0050%
	61	 	RMF	 	Tops Plaza	 	Daniel A. Abramson; Abramson Family Limited Partnership	 	0.0050%
	62	 	NCB	 	333 Bronx River Tenants Corp.	 	NAP	 	0.0800%
	63	 	NCB	 	Linden Hill No. 2 Cooperative Corp.	 	NAP	 	0.0800%
	64	 	NCB	 	Grinnell Housing Development Fund Corporation	 	NAP	 	0.0800%
	65	 	WFB	 	Emerson Plaza	 	Jonathan Gutwein	 	0.0050%
	66	 	NCB	 	Neighbors Emergency Center	 	ARC Capital Partners, LLC	 	0.0800%
	67	 	NCB	 	Hartsdale Gardens Owners Corp.	 	NAP	 	0.0800%
	68	 	CIIICM	 	Infinite Self Storage Hendricks	 	Jeffrey L. Kittle	 	0.0050%
	69	 	NCB	 	Bandera at Woodlawn	 	Sharon Hazan; Robin Antar; Cynthia Ashkenazie	 	0.0800%
	70	 	RMF	 	Summit Marketplace	 	Gary J. Dragul	 	0.0050%
	71	 	NCB	 	Pelhamdale Manor Corp.	 	NAP	 	0.0800%
	72	 	WFB	 	Arlington Square-MI	 	Nadim Ajlouny; Joseph Ajlouny	 	0.0725%
	73	 	NCB	 	Southridge Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.	 	NAP	 	0.0800%
	74	 	WFB	 	Fort Totten Apartments	 	Carol Jean Gesell; Adriene Diane Ives; Edwin David Warner	 	0.0050%
	75	 	CIIICM	 	The Oaks Plaza	 	Richard J. Seyer	 	0.0050%
	76	 	NCB	 	Lakefront 17 LLC	 	Michael E. Cox; Joel M. Abramson; Robert W. Moore	 	0.0800%
	77	 	NCB	 	Tara Close Apartments Corp.	 	NAP	 	0.0800%
	78	 	CIIICM	 	CVS Algonac	 	Zachary Baumgarten; Trust Under The Last Will And Testament of Sol Lieberman	 	0.0050%
	79	 	NCB	 	64th Apartment Corp.	 	NAP	 	0.0800%
	80	 	WFB	 	Rankin Industrial Buildings	 	Essel W. Bailey, Jr.; Fred J. Fechheimer	 	0.0050%
	81	 	NCB	 	3050 Fairfield Avenue Owners Corp.	 	NAP	 	0.0800%
	82	 	Basis 	 	Metro Woods Apartments	 	Harold Kulish; The Harold Kulish Trust	 	0.0050%
	83	 	NCB	 	285 Riverside Drive Corp.	 	NAP	 	0.0800%
	84	 	WFB	 	Stonebrook Place Shopping Center	 	David Lasky; Scott Inbinder; Thomas Herz	 	0.0050%
	85	 	CIIICM	 	Pecan Villa MHP	 	James A. Nicholson; Donald G. Clements; Barry C. Wren	 	0.0050%
	86	 	WFB	 	Spring Hill Office II	 	Christopher P. D’Agostino; Adam D. Riggs; Bryan J. D’Agostino; Christopher W. Ewing; George I. Lindahl; Joe D. Newcomb	 	0.0825%
	87	 	RMF	 	Walgreens - Houston	 	Lynn G. Kirk; Frank W. Kirk	 	0.0050%
	88	 	WFB	 	M&M MHP	 	Henry A. Keith, II; Jane P. Keith	 	0.0550%
	89	 	WFB	 	343 King Street	 	Edward Fienning; Mary Alice Fienning	 	0.0625%
	90	 	NCB	 	135 Willow Owners Corp.	 	NAP	 	0.0800%
	91	 	RMF	 	Middlebury Self Storage	 	Robert Moser; Robert Morgan	 	0.0050%
	92	 	CIIICM	 	Timberline and Echo Valley MHP	 	Richard A. Placido; Laura I. Paliga	 	0.0050%
	93	 	WFB	 	3123 Fire Road	 	Louis B. Rappaport; David Kasoff	 	0.0050%
	94	 	CIIICM	 	Easy-Stor Self Storage	 	Richard J. O’Brien	 	0.0050%
	95	 	RMF	 	Secured Storage	 	Robert Moser; Robert Morgan	 	0.0050%
	96	 	NCB	 	6535 Broadway Owners Corp.	 	NAP	 	0.0800%
	97	 	NCB	 	16 Canterbury Corp.	 	NAP	 	0.0800%
	98	 	NCB	 	Hampton House Tenants Corp.	 	NAP	 	0.0800%
	99	 	RMF	 	Great Indoors Self Storage	 	Robert Moser; Robert Morgan	 	0.0050%
	100	 	NCB	 	90 Eighth Avenue Housing Co., Inc.	 	NAP	 	0.0800%
	101	 	NCB	 	Barclay Plaza Owners, Inc.	 	NAP	 	0.0800%
	102	 	NCB	 	Fairfax House Owners, Inc.	 	NAP	 	0.0800%
	103	 	CIIICM	 	Parkway Village Shopping Center	 	David Hollingsworth	 	0.0050%
	104	 	NCB	 	East Hampton Mews Tenants Corp.	 	NAP	 	0.0800%
	105	 	RMF	 	A1 Stateline Self Storage	 	Robert Moser; Robert Morgan	 	0.0050%
	106	 	NCB	 	588 Main Avenue	 	Arlene Klein	 	0.0800%
	107	 	NCB	 	Heathcote Manor Owners Corp.	 	NAP	 	0.0800%
	108	 	NCB	 	Starbucks Plaza	 	Simpson Survivor Investment LLC; Simpson Residuary Investment LLC	 	0.0800%
	109	 	CIIICM	 	Palm Bay Self Storage	 	Richard J. O’Brien	 	0.0050%
	110	 	NCB	 	Garden Hamilton, Inc.	 	NAP	 	0.0800%
	111	 	NCB	 	Teliman Holding Corp.	 	NAP	 	0.0800%
	112	 	NCB	 	Gramatan Court Apartments, Inc.	 	NAP	 	0.0800%


 






    	EXH. B-30



    	 



    








 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


  


Wells
Fargo Bank, National Association





			as Certificate
                                         Registrar






Wells
Fargo Center


 Sixth
Street and Marquette Avenue


 Minneapolis,
Minnesota 55479-0113


 Attention:
Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2016-C32 


			[OR OTHER
                                         CERTIFICATE REGISTRAR]



 


Wells
Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC


375
Park Avenue, 2nd Floor, J0127 023





New
York, New York 10152 


Attention:
A.J. Sfarra


 


		Re:	Transfer
                                         of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
Series 2016-C32 (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 






    	Exhibit C-1



    	 



    




 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check
one of the following:*


 


☐           The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the
Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners are
“accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional
Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each
able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to
each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any
costs incurred by it in connection with this transfer.


 


☐           The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of
Rule 144A.


 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified
exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors
in certain exempted transactions) as expressed herein.


 







 





*
Purchaser must include one of the following two certifications.


 






    	Exhibit C-2



    	 



    




 


3.          The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


☐           The
Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐           The
Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate. The Purchaser has attached
hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such
Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY
(with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form),
which identify such Purchaser as the beneficial owner of the Certificate and state that interest and original issue discount on
the Certificate and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI,
[as the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires or becomes


 




 





**
Each Purchaser must include one of the two alternative certifications.


 


*** Does not apply to a transfer of Class R
Certificates.



 






    	Exhibit C-3



    	 



    

 


obsolete,
or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it
to the Certificate Registrar.


 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 


8.           Please
make all payments due on the Certificates:****


 


☐          (a)          by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:








	 	 	 	 	 	 	 	 
	 	Bank:	 	 	 
	 	ABA #:	 	 	 
	 	Account #:	 	 	 
	 	Attention:	 	 


  


☐          (b)          by
mailing a check or draft to the following address:





	 	 	 
	 	 	 
	 	 	 






 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person. 





	 	
	

	Very
truly yours,
	 	 
		 
		[The Purchaser]





 











 


****  Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 






    	Exhibit C-4



    	 



    

 


		By:	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 



 






    	Exhibit C-5



    	 



    




 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS) –





Wells
Fargo Commercial Mortgage Trust 2016-C32 


			[OR OTHER
                                         CERTIFICATE REGISTRAR]



 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32 (the “Certificates”) issued pursuant to the Pooling
                                         and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of February 1, 2016, by and among Wells Fargo Commercial Mortgage Securities, Inc.,
                                         as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto
                                         Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A.,
                                         as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
                                         Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer



 


STATE
OF              )

                                 )            ss.:

COUNTY OF          )


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership


 






    	Exhibit D-1-1



    	 



    




 


thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or
any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of
any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated by
the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator
(at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause a Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any
Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall
have the meanings set forth in Section 7701 of the Code or successor provisions.


 





4.           The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.           The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.           No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.           The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.           Check
the applicable paragraph:


 


☐          The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)          the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the
present value of the expected future distributions on such Class R Certificate; and


 









    	Exhibit D-1-2



    	 



    




 


(iii)          the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐          The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)         at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)        the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None
of the above.


 


9.           The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.         The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.         The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    	Exhibit D-1-3



    	 



    

 


it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.         The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.         The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.         The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.         The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” of
each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


  


	 	 	 
	 	By:	 
	 	 	Name:
Title:





 


	 	By:	 
	 	 	Name:
Title:





 






    	Exhibit D-1-4



    	 



    

  


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser. 





	 	
		 
		NOTARY PUBLIC in and for the

State of _______________



 


	[SEAL]	 
	 	 	 
	My Commission expires:	 	 
	 	 	 


 






    	Exhibit D-1-5



    	 



    




 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS) –





Wells
Fargo Commercial Mortgage Trust 2016-C32





			[OR OTHER
                                         CERTIFICATE REGISTRAR]



 


		Re:	Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that 


 






    	Exhibit D-2-1



    	 



    

 


the Transferee has historically paid its debts as they became due 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 Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.








	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
Title:


 






    	Exhibit D-2-2



    	 



    

 







 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 
	 	Name
    of Mortgagor:	

         

	 	 	 
	 	[[General][NCB]	 
	 	Master Servicer] 

[[General][NCB]

 Special Servicer] 

Loan No.:	 

         

	 	 	 
	Custodian
	 
	 	Name:	Wells
    Fargo Bank, National Association
	 	

Address:	9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 

        Wells
        Fargo Commercial Mortgage Trust 2016-C32

        

	 	 	 
	 	Custodian/Trustee
    

Mortgage File No.:	

         

	 
	Depositor
	 
	 	Name:	Wells
    Fargo Commercial Mortgage Securities, Inc.
	 	 	 
	 	Address:	c/o
                                         Wells Fargo Securities, LLC

                                         375 Park Avenue, 2nd Floor, J0127 023

                                         New York, New York 10152

                                         Attention: A.J. Sfarra

        

	 	 	 
	 	Certificates:	Wells
    Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32
	 	 	 





The
undersigned [[General][NCB] Master Servicer] [[General][NCB] Special Servicer] hereby requests delivery from Wells Fargo Bank,
National Association, as custodian (the “Custodian”) on behalf of Wilmington Trust, National Association, as
trustee (the “Trustee”), for the Holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage
Pass-Through Certificates, Series 2016-C32, the documents referred to below (the “Documents”). All capitalized
terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement
dated as of February 1,


 






    	Exhibit E-1



    	 



    




 


2016, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer (the “Pooling and Servicing Agreement”).


 






	 	(
)	 	 
	 	 	 	 
	 	(
)	 	 
	 	 	 	 
	 	(
)	 	 
	 	 	 	 
	 	(
)	 	 


  


The
undersigned [[General][NCB] Master Servicer] [[General][NCB] Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall hold and retain possession of the Documents in trust
for the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall not cause or permit the Documents to become subject to,
or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] assert or seek to assert any claims or rights of set-off to or against the
Documents or any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)          The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall return the Documents to the Custodian when the need therefor
no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds
thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall keep the Documents separate and distinct from all other property in the
[Master Servicer’s] [Special Servicer’s] possession, custody or control.


 






    	Exhibit E-2



    	 



    








 


	 	 	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
Title:
	Date:	 	 	 	 


  






    	Exhibit E-3



    	 



    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





Wells
Fargo Center





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS) –





Wells
Fargo Commercial Mortgage Trust 2016-C32





			[OR OTHER
                                         CERTIFICATE REGISTRAR]



 


Wells
Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer
                                         of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial [Notional Amount][Certificate
Balance] in the Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32,
Class [X-G][E][F][G] Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as
Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or
any other plan subject to any federal, state or local law (“Similar Law”)


 






    	Exhibit F-1-1



    	 



    

 


which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or
using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in
the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section
3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account” (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicers, the Special
Servicers, the Initial Purchasers, the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor
to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar
Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense
of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__. 








	 	 	 	 	 
	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
Title:
	Date:	 	 	 	 


 






    	Exhibit F-1-2



    	 



    




  


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS R and class V CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





Wells
Fargo Center





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS) –





Wells
Fargo Commercial Mortgage Trust 2016-C32





			[OR OTHER
                                         CERTIFICATE REGISTRAR]



 





[Transferor]





[______] 


[______]





Attention:
 [______]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial
Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, [Class R][Class V] Certificates (the
“[Class R][Class V] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as
of February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class R][Class
V] Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of
the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code


 






    	Exhibit F-2-1



    	 



    




 


(“Similar Law”) (each, a “Plan”), or any person acting on
behalf of any such Plan or using the assets of a Plan to purchase such [Class R][Class V] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


	 	 	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
Title:
	Date:	 	 	 	 








 



    	Exhibit F-2-2



    	 



    




 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 






    	Exhibit G-1



    	 



    

  


EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
Series 2016-C32” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee WFCM 2016-C32, its successors and assigns, all right, title and interest of the Assignor in and
to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].





	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
Title:





 



    	Exhibit H-1



    	 



    







 


EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS)





Wells
Fargo Commercial Mortgage Trust 2016-C32


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 







 *  Select
                                         appropriate depository.


 






    	Exhibit I-1



    	 



    

 


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.








 





	 	 	 	 	 
	 	[Insert
Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
Title:
	Dated:	 	 	 	 





 








cc:
Wells Fargo Commercial Mortgage Securities, Inc.





 







 





**  Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit I-2



    	 



    




 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS)





Wells
Fargo Commercial Mortgage Trust 2016-C32


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    	Exhibit J-1



    	 



    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.








	 	 	 	 	 
	 	[Insert
Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
Title:
	Dated:	 	 	 	 


 





cc:
Wells Fargo Commercial Mortgage Securities, Inc.


 












 








*  Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit J-2



    	 



    




 





 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Wells
Fargo Commercial Mortgage Trust 2016-C32


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of


 


 


 


*          Select
appropriate depository.


 



    	Exhibit K-1



    	 



    

 


Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:
_______


 


cc:
Wells Fargo Commercial Mortgage Securities,

 Inc.


 






    	Exhibit K-2



    	 



    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Wells
Fargo Commercial Mortgage Trust 2016-C32


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 



 


*          Select,
as applicable.


 






    	Exhibit L-1



    	 



    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


 


	 	 	Dated:	 	 
	 	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial 
 interest in the Certificates to which this 
 certificate relates.






  



    	Exhibit L-2



    	 



    




 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Wells
Fargo Commercial Mortgage Trust 2016-C32


 


		Re:	Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 



 


*          Select
appropriate depository.


 






    	Exhibit M-1



    	 



    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 







	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
Wells Fargo Commercial Mortgage Securities,


Inc.


 





 



 


**          Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit M-2



    	 



    

 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Wells
Fargo Commercial Mortgage Trust 2016-C32


 


		Re:	Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






    	Exhibit N-1



    	 



    

 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Wells Fargo Commercial Mortgage Securities,


Inc.


 





 



 


*          Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit N-2



    	 



    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Wells
Fargo Commercial Mortgage Trust 2016-C32


 


		Re:	Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 






    	Exhibit O-1



    	 



    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 




 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Wells Fargo Commercial Mortgage Securities,


Inc.


 






    	Exhibit O-2



    	 



    

 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C32

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.
          The undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          The
undersigned is not a Borrower Party.


 


5.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from 


 



    	Exhibit P-1A-1



    	 



    

 


its
accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the
undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that
the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or
disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as
amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    	Exhibit P-1A-2



    	 



    

 


EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	National
    Cooperative Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention:  Kathleen Luzik, Chief Operating Officer

    Facsimile number (703) 647-3470

    Email:  kluzik@ncb.coop	 	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust Series 2016-C32

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Wells Fargo Bank,
    National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street, 14th Floor

    Charlotte, North Carolina  28202

    Attention:  WFCM 2016-C32 Asset Manager	 	Wells
Fargo Bank, National Association

        Sixth
Street and Marquette Avenue

        Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C32

	 	 	 
	Pentalpha
Surveillance LLC

        375
N. French Road, Suite 100

        Amherst,
New York 14228

        Attention:
Don Simon, Chief Operating Officer
	 	Rialto
Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)

	 	 	 
	Wilmington Trust,
    National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: WFCM 2016-C32	 	 


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    	Exhibit P-1B-1



    	 



    

 


1.          The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.          The
undersigned has received a copy of the Prospectus.


 


3.          The
undersigned is not a Borrower Party.


 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic


 



    	Exhibit P-1B-2



    	 



    

 


click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    	Exhibit P-1B-3



    	 



    

 


EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C32

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage 2016-C32 Asset Manager


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop


 


		Re:	Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 






    	Exhibit P-1C-1



    	 



    

 


3.          In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 


5.          The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the
Distribution Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Distribution Date Statement will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statement confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statement (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statement in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    	Exhibit P-1C-2



    	 



    

 


 



EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


	National
    Cooperative Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention:  Kathleen Luzik, Chief Operating 

Officer

    Facsimile number (703) 647-3470

    Email:  kluzik@ncb.coop	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust Series 2016-C32

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Wells Fargo Bank,
    National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street, 14th Floor

    Charlotte, North Carolina  28202

    Attention:  WFCM 2016-C32 Asset Manager	Wells
Fargo Bank, National Association

        Sixth
Street and Marquette Avenue

        Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C32

	 	 
	Pentalpha
Surveillance LLC

        375
N. French Road, Suite 100

        Amherst,
New York 14228

        Attention:
Don Simon, Chief Operating Officer
	Rialto
Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)

	 	 
	Wilmington Trust,
    National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: WFCM 2016-C32	 


 


Re:      Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class
Certificates          


 


In
accordance with the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    Exhibit P-1D-1


    	 



    

 


1.
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.          The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          The
undersigned has received a copy of the Prospectus.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 






    Exhibit P-1D-2


    	 



    

 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-1D-3


    	 



    

 


EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


	National
    Cooperative Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention:  Kathleen Luzik, Chief Operating Officer

    Facsimile number (703) 647-3470

    Email:  kluzik@ncb.coop	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust Series 2016-C32

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Wells Fargo Bank,
    National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street, 14th Floor

    Charlotte, North Carolina  28202

    Attention:  WFCM 2016-C32 Asset Manager	Wells
Fargo Bank, National Association

        Sixth
Street and Marquette Avenue

        Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C32

	 	 
	Pentalpha
Surveillance LLC

        375
N. French Road, Suite 100

        Amherst,
New York 14228

        Attention:
Don Simon, Chief Operating Officer
	Rialto
Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)

	 	 
	Wilmington Trust,
    National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: WFCM 2016-C32	 


 


Re:      Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class Certificates          


 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE
TRUST 2016-C32, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C32, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT
TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 






    Exhibit P-1E-1


    	 



    

 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.]


 


3.          As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in


 



    Exhibit P-1E-2


    	 



    

 


 part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.        The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not


 



    Exhibit P-1E-3


    	 



    

 



permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.          The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 
	 	 By:	 
	 		 Name:
Title:


 


Dated:
_______


cc:
Wells Fargo Commercial Mortgage Securities, Inc.


 






    Exhibit P-1E-4


    	 



    

 


EXHIBIT
P-1F


 


FORM
OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C32

cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

         

	with
                                         a copy to:

         

        Wells
Fargo Bank, National Association,

        8480
Stagecoach Circle

Frederick, Maryland 21701-4747

        Attention:
        Wells Fargo Commercial Mortgage Trust Series 2016-C32

         



		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


    	 



    

 


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Wells Fargo Commercial Mortgage Trust 2016-C32 securitization should be revoked as to such users:


 





	 	 
	 	 
	 	 
	 	 




 


4.          The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 By:	 
	 		Name:
Title:


 


Dated:
_______


 


cc:
Wells Fargo Commercial Mortgage Securities, Inc.


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 








Name:

Title:


 






    Exhibit P-1F-2


    	 



    

 


EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


	National
    Cooperative Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention:  Kathleen Luzik, Chief Operating Officer

    Facsimile number (703) 647-3470

    Email:  kluzik@ncb.coop	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust Series 2016-C32

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Wells Fargo Bank,
    National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street, 14th Floor

    Charlotte, North Carolina  28202

    Attention:  WFCM 2016-C32 Asset Manager	Wells
Fargo Bank, National Association

        Sixth
Street and Marquette Avenue

        Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-C32

	 	 
	Pentalpha
Surveillance LLC

        375
N. French Road, Suite 100

        Amherst,
New York 14228

        Attention:
Don Simon, Chief Operating Officer
	Rialto
Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)

	 	 
	Wilmington Trust,
    National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: WFCM 2016-C32	 


 


Re:      Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class [__]
Certificates          


 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.          The
undersigned is not a Borrower Party.


 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit


 



    Exhibit P-1G-1


    	 



    

 


 P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Directing
Certificateholder]
	 	 
	 	 By:	 
	 		Name:
Title:


 


Dated:
_______


cc:
Wells Fargo Commercial Mortgage Securities, Inc.


 






    Exhibit P-1G-2


    	 



    

 


EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2016-C32


 


Attention:             Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series
2016-C32                                         


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
                                         or



 


		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.          has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has
access to the Depositor’s 17g-5 website; and


 


c.          
agrees that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect
to information obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information
Provider’s Website.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-2-1


    	 



    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities,
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Wells Fargo Commercial
Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and as Asset
Representations Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee and the assets underlying or referenced by the Certificates, including the identity of,
and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together,
the “Collateral”) to you (the “NRSRO”) through the website of Wells Fargo Bank, National
Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information
Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and
Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y)  any of the
terms, conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including
the status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without
any obligation to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 






    Exhibit P-2-2


    	 



    

 


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.


 






    Exhibit P-2-3


    	 



    

 


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


 



    Exhibit P-2-4


    	 



    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services WFCM 2016-C32


 


Attention:          Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32                                                 


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.
 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit
                                         Group Limited or Thomson Reuters Corporation, a market data provider that has been given
                                         access to the Statements to Certificateholders, CREFC® Reports and supplemental
                                         notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the



 






    Exhibit P-3-1


    	 



    

 


	 	 	 Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.



 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



  


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-3-2


    	 



    

 


EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the
Persons Listed on the attached Schedule A


 


Re:          Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32          


 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents
delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the final
proviso of the definition of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required officer’s certificate),
if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular
on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to
the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 






    Exhibit Q-1


    	 



    




 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

      as Custodian
	 	 
	 	 By:	
	 	 	Name:
Title:


 


SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Wells
Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra




 


DBRS,
Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller


Telecopy
number: (305) 229-6425


Email:
liat.heller@rialtocapital.com


 






    Exhibit Q-2


    	 



    

 


with
a copy to:


Attention:
Jeff Krasnoff


Telecopy
number: (305) 229-6425


Email:
jeff.krasnoff@rialtocapital.com


 


with
a copy to:


Attention:
Niral Shah


Telecopy
number: (305) 229-6425


Email:
niral.shah@rialtocapital.com


 


with
a copy to:


Attention:
Adam Singer


Telecopy
number: (305) 229-6425


Email:
adam.singer@rialtocapital.com


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C32 Asset Manager


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2016-C32


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-C32


 


Rialto
CMBS VIII, LLC, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 






    Exhibit Q-3


    	 



    

 



EXHIBIT R-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICERS


 


RECORDING
REQUESTED BY:


  


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2016-C32 Asset Manager

Telecopy Number: (704) 715-0036] 


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop]


 


	 	SPACE ABOVE THIS LINE FOR RECORDER’S
USE





  


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
Attention: CMBS Trustee WFCM 2016-C32, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement
dated as of February 1, 2016 (the “Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master
servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”), the Trustee,
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer hereby constitutes and appoints the
[General][NCB] Master Servicer, by and through the [General][NCB] Master 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 [General][NCB] Master Servicer and all properties
(“Mortgaged Properties”) administered by the [General][NCB] Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by


 



    	Exhibit R-1-1



    	 



    

 


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 the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.          The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company  or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial
satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.          The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.          The
completion of loan assumption agreements.


 


6.          The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.          The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.          The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.          The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or
the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in
bankruptcy proceedings, including, without limitation, any and all of the following acts:


 



    	Exhibit R-1-2



    	 



    

 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.        With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


11.        The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.        The
execution and delivery of the following:


 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 



    	Exhibit R-1-3



    	 



    

 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; 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
                                         or REO Properties (including agreements and requests by any borrower with respect to
                                         modifications of the standards of operation and management of such Mortgaged Properties
                                         or the replacement of asset managers), documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, any easements, covenants, conditions,
                                         restrictions, equitable servitudes, or land use or zoning requirements with respect to
                                         the Mortgaged Properties or REO Properties, instruments relating to the custody of any
                                         collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB]
Master Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association
except as specifically provided for herein. If the [General][NCB] Master Servicer receives any notice of suit, litigation or proceeding
in the name


 



    	Exhibit R-1-4



    	 



    

 


of Wilmington Trust, National Association, then the [General][NCB] Master 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 [General][NCB] Master Servicer under the Agreement
or to allow the [General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes
not authorized by the Agreement.


 


The
[General][NCB] Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C32 has caused
its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.





	 	 	 	 	 
	 	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C32
	 	 	 	 	 
	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	Prepared by:	 
	 	 	 	 
	 	 	 	Name:	 





 



    	Exhibit R-1-5



    	 



    

 





	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 





 



    	Exhibit R-1-6



    	 



    

 





 


	 	 	 
	STATE OF DELAWARE


	)	 
	 	)	ss.:
	COUNTY OF	)	 





 


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


	 	 
	 	Notary
    Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 






    	Exhibit R-1-7



    	 



    




  


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICERS


 


RECORDING
REQUESTED BY: 


 


[Rialto
Capital Advisors, LLC


790
NW 107th Avenue, 4th Floor


Miami,
Florida 33172


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)] 


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop]


 





	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 February 1, 2016 (the
“Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer (the “General
Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer (in such capacity,
the “NCB Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator, the Trustee
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, relating to the Wells Fargo Commercial
Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32, hereby constitutes and appoints the [General][NCB]
Special Servicer, by and through the [General][NCB] Special 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 [General][NCB] Special Servicer and all properties (“REO Properties”) administered
by the [General][NCB] Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp
all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items
1 through 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.


 



    	Exhibit R-2-1



    	 



    

 


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 the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that (i) said modification
                                         or re-recording, in either instance, does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company of a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



  


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



  


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.






  


		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 sale or 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 any Mortgage
                                         or the related promissory note, and in the proceeds thereof, by way of, including but
                                         not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such



  



    	Exhibit R-2-2



    	 



    




 





			eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;
                                         



  


		b.	the
                                         preparation and issuance of statements of breach or non-performance;
                                         



  


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;
                                        



  


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;
                                        



  


		e.	the
                                         taking of deed in lieu of foreclosure;
                                         



  


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;
                                       



  


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;
                                         



  


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



  


		i.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
                                         and
                                         



 


		j.	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 8.a. through 8.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;



 



    	Exhibit R-2-3



    	 



    

 


		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;



  


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



  


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the [General][NCB] Special Servicer’s duties and responsibilities
                                         under the Agreement.



  


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the


 



    	Exhibit R-2-4



    	 



    

 


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 [General][NCB] Special Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Special Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Special Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Special Servicer.


  


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB]
Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National
Association except as specifically provided for herein. If the [General][NCB] Special Servicer receives any notice of suit, litigation
or proceeding in the name of Wilmington Trust, National Association, then the [General][NCB] Special 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 [General][NCB] Special Servicer under the Agreement
or to allow the [General][NCB] Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes
not authorized by the Agreement.


  


The
[General][NCB] Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Special Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


  


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


  


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 



    	Exhibit R-2-5



    	 



    

 


IN WITNESS
WHEREOF, Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C32, has caused its
corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.





	 	 	 
	 	Wilmington
Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-C32


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 








	Witness:	 	 	 	 
	 	 	 	 	 





 


	Witness:	 	 	 	 
	 	 	 	 	 


 






    	Exhibit R-2-6



    	 



    

 





	 	 	 
	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF	)	 


  


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 


	Notary signature	 





 






    	Exhibit R-2-7



    	 



    




  


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS 


  


	Loan	Companion
    Holder
	10
    South LaSalle Street Whole Loan	 

                                                                                                                         NOTE
                                         A-2

         

        Wells
        Fargo Bank, National Association

         

        NOTICE
        ADDRESS:

        Wells Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra

        

        with a copy to:

        

        Jeff D. Blake, Esq.

        Senior Counsel

        Wells Fargo Law Department

        D1053-300

        301 South College St.

        Charlotte, North Carolina 28288

         



 






    	Exhibit S-1



    	 



    

 


EXHIBIT
T


 


Reserved.


 



    	Exhibit T-1



    	 



    




 


EXHIBIT
U 


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


  


		To:	DBRS,
                                         Inc.

                                         333 West Wacker Drive, Suite 1800

                                         Chicago, Illinois 60606

                                         Attention: Commercial Mortgage Surveillance

                                         Facsimile No.: (312) 332-3492

                                         Email: cmbs.surveillance@dbrs.com



  


Kroll
Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


  


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	[Wells
                                         Fargo Bank, National Association][National Cooperative Bank, N.A.], in its capacity as
                                         [General][NCB] Master Servicer under the Pooling and Servicing Agreement dated as of
                                         February 1, 2016 (the “Pooling and Servicing Agreement”), by and among
                                         Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
                                         Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special
                                         Servicer, NCB Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer,
                                         Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
                                         National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
                                         and as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 



    	Exhibit U-1



    	 



    

 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________

                                                ____________________



 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
[General][NCB] Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a) Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____          a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____          a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b) Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)          The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)          The
defeasance was consummated on __________, 20__.


 


(iii)          The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)          The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the [General][NCB] Master Servicer in
accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 



    	Exhibit U-2



    	 



    

 


(v)           The
[General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings
Real Estate Finance Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject
to restrictions in its organizational documents substantially similar to those contained in the organization documents of the
original Borrower with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance
owns no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)          The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)         The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts and on the
dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed
to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan
documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance),
(iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after
the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of
the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)        The
[General][NCB] Master Servicer received written confirmation from a firm of independent certified public accountants, who were
approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of
the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four
(4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any
calendar or fiscal year will not


 






    	Exhibit U-3



    	 



    

 


exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated
portion thereof in a partial defeasance) for such year.


 


(ix)          The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)           The
[General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)           Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)           Certify
that the individual under whose hand the [General][NCB] 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.


 


(e)           Agree
to provide copies of all items listed in Exhibit B to you upon request.


 



    	Exhibit U-4



    	 



    




 


IN
WITNESS WHEREOF, the [General][NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned
above.


 





	 	 	 
	 	[________________]
	 	as [General][NCB] Master Servicer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 



    	Exhibit U-5



    	 



    


 


EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”).          

Transaction: Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32          

Operating Advisor: Pentalpha Surveillance LLC          

[General Special Servicer: Rialto Capital Advisors, LLC]

[NCB Special Servicer: National Cooperative Bank, N.A.]

Directing Certificateholder: [______]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The [General][NCB] Special Servicer
                                                                                                                            has notified the Operating Advisor that | · |
                                                                                                                            Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[·]
                                         of those Specially Serviced Loans are still being analyzed by the [General][NCB] Special
                                         Servicer as part of the development of an Asset Status Report.



 


		b.	Asset
                                         Status Reports were issued with respect to [·] of such Specially Serviced Loans. This
                                         report is based only on the Specially Serviced Loans in respect of which an Asset Status
                                         Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the [General][NCB] Special Servicer’s operational activities to service certain
Specially Serviced Loans in accordance with the Servicing Standard. Based on such limited review, the Operating Advisor [does,
does not] believe there are material violations of the [General][NCB] Special Servicer’s compliance with its obligations
under the Pooling and Servicing Agreement. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL
MATERIAL INFORMATION].


 





 



 

1
This report is an indicative report and does not reflect the
final form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter
the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement,
including, without limitation, provisions relating to Privileged Information.

 






    	Exhibit V-1



    	 



    

 


In
connection with the assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed
                                         the Asset Status Reports, the [General][NCB] Special Servicer’s assessment of compliance
                                         report, attestation report by a third party regarding the [General][NCB] Special Servicer’s
                                         compliance with its obligations and net present value calculations and Appraisal Reduction
                                         calculations and [LIST OTHER REVIEWED INFORMATION] for the following [·] Specially Serviced
                                         Loans: [List related mortgage loans]



 


		2.	Consulted
                                         with the [General][NCB] Special Servicer as provided under the Pooling and Servicing
                                         Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including
                                         related net present value calculations and Appraisal Reduction calculations) related
                                         to the Specially Serviced Loans should be considered a limited investigation and not
                                         be considered a full or limited audit. For instance, we did not review each page of the
                                         [General][NCB] Special Servicer’s policy and procedure manuals (including amendments
                                         and appendices), re-engineer the quantitative aspects of their net present value calculator,
                                         visit any property, visit the [General][NCB] Special Servicer, visit the Directing Certificateholder
                                         or interact with any borrower. In addition, our review of the net present value calculations
                                         and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations
                                         and the corresponding application of the non-discretionary portions of the applicable
                                         formulas, and as such, does not take into account the reasonableness of the discretionary
                                         portions of such formulas.



 


		III.	Specific
                                         Items of Review



 


		1.	The
                                         Operating Advisor reviewed the following items in connection with the generation of this
                                         report: [LIST MATERIAL ITEMS].



 


		2.	During
                                         the prior year, the Operating Advisor consulted with the [General][NCB] Special Servicer
                                         regarding its strategy plan for a limited number of issues related to the following Specially
                                         Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic
                                         observations and recommended alternative courses of action to the extent it deemed such
                                         observations and recommendations appropriate. The [General][NCB] Special Servicer [agreed
                                         with/did not agree with] the material recommendations made by the Operating Advisor.
                                         Such recommendations generally included the following: [LIST].



 


		3.	Appraisal
                                         Reduction calculations and net present value calculations:



 


		4.	The
                                         Operating Advisor [received/did not receive] information necessary to recalculate and
                                         verify the accuracy of the mathematical calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas required to be utilized
                                         in connection with any Appraisal Reduction or net present value calculations used in
                                         the [General][NCB] Special Servicer’s determination of what course of action to
                                         take in connection with the workout or 



 






    	Exhibit V-2



    	 



    

 


	 	 	liquidation
                                         of a Specially Serviced Loan prior to the utilization by the [General][NCB] Special Servicer.



 


		a.	The
                                         Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or]
                                         [the application of the applicable non-discretionary portions of the formula] required
                                         to be utilized for such calculation.



 


		b.	After
                                         consultation with the [General][NCB] Special Servicer to resolve any inaccuracy in the
                                         mathematical calculations or the application of the non-discretionary portions of the
                                         related formula in arriving at those mathematical calculations, such inaccuracy [has
                                         been/ has not been] resolved.



 


		5.	The
                                         following is a general discussion of certain concerns raised by the Operating Advisor
                                         discussed in this report: [LIST CONCERNS].



 


		6.	In
                                         addition to the other information presented herein, the Operating Advisor notes the following
                                         additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications
                                         Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The
                                         Operating Advisor did not participate in, or have access to, the [General][NCB] Special
                                         Servicer’s and Directing Certificateholder’s discussion(s) regarding any
                                         Specially Serviced Loan. The Operating Advisor does not have authority to speak with
                                         the Directing Certificateholder directly. As such, the Operating Advisor generally relied
                                         upon the information delivered to it by the [General][NCB] Special Servicer as well as
                                         its interaction with the [General][NCB] Special Servicer, if any, in gathering the relevant
                                         information to generate this report.



 


		2.	The
                                         [General][NCB] Special Servicer has the legal authority and responsibility to service
                                         the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating
                                         Advisor has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of the discussions held between it and the [General][NCB] Special
                                         Servicer regarding any Specially Serviced Loans and certain information it reviewed in
                                         connection with its duties under the Pooling and Servicing Agreement. As a result, this
                                         report may not reflect all the relevant information that the Operating Advisor is given
                                         access to by the [General][NCB] Special Servicer.



 


		4.	There
                                         are many tasks that the [General][NCB] Special Servicer undertakes on an on-going basis
                                         related to Specially Serviced Loans. These include, but are not limited to, assumptions,
                                         ownership changes, collateral substitutions, capital reserve changes, etc. The Operating
                                         Advisor does not participate in any discussions regarding such actions. As such, Operating
                                         Advisor has not assessed the [General][NCB] Special Servicer’s operational compliance
                                         with respect to those types of actions.



 






    	Exhibit V-3



    	 



    

 


		5.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the Certificate
                                         Administrator through the Certificate Administrator’s Website.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


  



    	Exhibit V-4



    	 



    




 


EXHIBIT
W


  


Form
of Notice from Operating Advisor Recommending Replacement of [GENERAL][ncb] Special Servicer


 


Wilmington
Trust, National Association

  as Trustee

1100 North Market Street


Wilmington,
Delaware 19890


Attention:
CMBS Trustee WFCM 2016-C32

Telecopy number: (302) 630-4140


  


Wells
Fargo Bank, National Association

  as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 2016-C32

Telecopy Number: (410) 715-2380


 


[Rialto
Capital Advisors, LLC


  as
General Special Servicer


790
NW 107th Avenue, 4th Floor


Miami,
Florida 33172


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)]


 


[National
Cooperative Bank, N.A.


as
NCB Special Servicer

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop]


  


Re:         Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32,

Recommendation of Replacement of [General][NCB] Special Servicer


 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the
“Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General


 



    	Exhibit W-1



    	 



    

 


Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial
Mortgage Pass-Through Certificates, Series 2016-C32 (the “Certificates”) regarding the replacement of the [General][NCB]
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 [General][NCB] Special Servicer’s operational practices conducted pursuant to and in accordance with
Section 3.26 of the Pooling and Servicing Agreement, it is our assessment that [Rialto Capital Advisors, LLC][National Cooperative
Bank, N.A.], in its current capacity as [General][NCB] Special Servicer, is not [performing its duties under the Pooling and Servicing
Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that [Rialto Capital Advisors, LLC][National Cooperative Bank, N.A.] be removed
as [General][NCB] Special Servicer and that [________] be appointed its successor in such capacity.


 





	 	Very
truly yours,
	 	 
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 



 






    	Exhibit W-2



    	 



    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C32 Asset Manager

Telecopy Number: (704) 715-0036]


 


[Rialto
Capital Advisors, LLC


790
NW 107th Avenue, 4th Floor


Miami,
Florida 33172


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop]


 


		Re:	Access
                                         to Certain Information Regarding Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-C32



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), among the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/Rialto Capital Advisors, LLC (“Rialto”)/National
Cooperative Bank, N.A. (“NCB”)] understands that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that the Permitted Purpose
shall not include the use or disclosure of the Confidential Information


 



    	Exhibit X-1



    	 



    

 





[_____]
[__], 20[__]

Page 2


 


(as defined below) in any manner that violates any applicable
law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells
Fargo/Rialto/NCB] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/Rialto/NCB] by third
parties, (b) may not have been verified by [Wells Fargo/Rialto/NCB], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/Rialto/NCB], the [“General Master Servicer”/“NCB Master Servicer”/“General
Special Servicer”/“NCB Special Servicer”] (as defined in the Pooling and Servicing Agreement) and
its respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information,
or (z) [Wells Fargo/Rialto/NCB]’s failure or inability to provide the Confidential Information to the Company for any
reason. Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes
of this letter agreement: (a) information that was already in Company’s possession prior to its receipt from [Wells
Fargo/Rialto/NCB]; (b) information that is obtained by Company from a third person who, insofar as is known to Company, is
not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to [Wells Fargo/Rialto/NCB];
(c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently
developed by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general
partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/Rialto/NCB]’s election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis
with [Wells Fargo/Rialto/NCB]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information
available on the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo/Rialto/NCB]
may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Wells Fargo/Rialto/NCB] determines (in its sole discretion) that such termination is
necessary for any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing
Agreement, the related Mortgage Loan documents, or any applicable law. [Wells Fargo/Rialto/NCB] shall cease to provide the Company
with Confidential Information if [Wells Fargo/Rialto/NCB] has actual knowledge that the Company or its Representatives are affiliates
of any borrower under the Mortgage Loan documents and [Wells Fargo/Rialto/NCB] determines that the provision, notice or access
to such Confidential Information would violate the accepted servicing practices or servicing standards as defined in the Pooling
and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential
Information hereunder shall survive the termination of the Company’s access to the Confidential Information. [Wells Fargo/Rialto/NCB]’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


 






    	Exhibit X-2



    	 



    

 

[_____]
[__], 20[__]

Page 3


 

The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and
(ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to
keep the Confidential Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives.
Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other
person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or
entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such
Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar
in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/Rialto/NCB] intends at all times
to comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be
construed to limit or qualify any of [Wells Fargo/Rialto/NCB]’s rights or obligations under the Pooling and Servicing Agreement.
This letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall
be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 






    	Exhibit X-3



    	 



    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 


	 	Very truly yours,
	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]









 


CONFIRMED
AND AGREED TO:


 


[COMPANY
NAME]


 


	By:	 	 
	 	Name:	 
	 	Title:	 







 






    	Exhibit X-4



    	 



    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION




 


I,
[identifying the certifying individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities, Inc.,
the depositor into the above-referenced Trust, certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the Wells Fargo Commercial
                                         Mortgage Trust 2016-C32 (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicers have fulfilled their obligations under the servicing agreements in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special
Servicer, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer.


 






    	Exhibit Y-1



    	 



    

 





	Date:	 	 



 


	 	 
	President and Chief Executive Officer
                                         Wells Fargo Commercial Mortgage Securities, Inc.
                                         (Senior officer in charge of the securitization of the depositor)	 







  



    	Exhibit Y-2



    	 



    




 


EXHIBIT
Z-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 





WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32 (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 February 1, 2016 (the “Pooling and Servicing Agreement”), entered into
by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer
(in such capacity, the “General Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer
(the “General Special Servicer”), NCB Cooperative Bank, N.A., as NCB master servicer (in such capacity, the
“NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”),
Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, 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 for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in
                                         respect of periods included in the year covered by the Annual Report (collectively with
                                         the Annual Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations
                                         in all material respects under the Pooling and Servicing Agreement; and



 






    	Exhibit Z-1-1



    	 



    

 


		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 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 General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB 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:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]









 






    	Exhibit Z-1-2



    	 



    

 


Exhibit
Z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION, as General Master Servicer][NCB
COOPERATIVE BANK, N.A., as NCB Master Servicer] under that certain Pooling and Servicing Agreement, dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities,
Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General
Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”),
NCB Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB
special servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as
trustee, Wells Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB] 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
                                         each Special Servicer in the special servicer backup certificate delivered by each Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the [General][NCB]
                                         Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and
                                         (d) of the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator
                                         for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by each
                                         Special Servicer in the special servicer backup certificate delivered by each 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 [General][NCB] 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 



 






    	Exhibit Z-2-1



    	 



    

 


	 	 	to Item 1123
                                         of Regulation AB with respect to the [General][NCB] Master Servicer, and except as disclosed
                                         in the compliance certificate delivered by the [General][NCB] Master Servicer under Section 11.09
                                         of the Pooling and Servicing Agreement, the [General][NCB] Master 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 [General][NCB] Master Servicer
                                         with respect to the Trust’s fiscal year _____ have been provided all information
                                         relating to the [General][NCB] 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 [General][NCB]
                                         Master Servicer for asset-backed securities with respect to the [General][NCB] Master
                                         Servicer or any Servicing Function Participant retained by the [General][NCB] 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 [General][NCB] Special Servicer, but other than a Sub-Servicer,
Additional Servicer or any other third party retained by the [General][NCB] Master Servicer that is not a Sub-Servicer appointed
pursuant to Section 3.20 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither
I nor the [General][NCB] 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 [General][NCB] 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 [General][NCB] 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:


 






    	Exhibit Z-2-2



    	 



    

 





	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]



 






    	Exhibit Z-2-3



    	 



    

 


Exhibit
Z-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of [RIALTO CAPITAL ADVISORS, LLC][NATIONAL COOPERATIVE BANK, N.A.]
as [General][NCB] Special Servicer under that certain Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), Rialto
Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in
such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB] 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 [General][NCB] 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 [General][NCB] Special Servicer to the General
                                         Master Servicer, the NCB 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 [General][NCB] 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 [General][NCB] Special Servicer, and except as disclosed
                                         in the compliance certificate delivered by the [General][NCB] Special Servicer under
                                         Section 11.09 of the Pooling and Servicing Agreement, the 



 



    	Exhibit Z-3-1



    	 



    

 


	 	[General][NCB] 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 [General][NCB] Special Servicer
                                         with respect to the Trust’s fiscal year _____ have been provided all information
                                         relating to the [General][NCB] Special Servicer assessment of compliance with the Relevant
                                         Servicing Criteria, in order to enable them to conduct a review in compliance with the
                                         standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the [General][NCB]
                                         Special Servicer for asset-backed securities with respect to the [General][NCB] Special
                                         Servicer or any Servicing Function Participant retained by the [General][NCB] 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:          


 





	 	[General][NCB] Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit Z-3-2



    	 



    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32 (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 February 1, 2016
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”),
National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as
NCB special servicer (in such capacity, the “NCB Special Servicer”), the Trustee, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer, 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 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



 



    	Exhibit Z-4-1



    	 



    

 


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit Z-4-2



    	 



    

 


Exhibit
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PENTALPHA SURVEILLANCE LLC
(the “Operating Advisor”) as Operating Advisor under that certain Pooling and Servicing Agreement dated
as of February 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General
Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”),
National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as
NCB special servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Pentalpha Surveillance LLC, as Operating Advisor and as asset representations reviewer, on behalf
of the Operating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, 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 Operating Advisor
                                         to the General Master Servicer, the NCB Master Servicer, the Depositor, Trustee or Certificate
                                         Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion
                                         in the annual report on Form 10-K for the Relevant Period and inclusion in all reports
                                         on Form 10-D or Form 8-K (the “Reports”) (such information
                                         provided by the Operating Advisor, collectively, the “Operating Advisor Periodic
                                         Information”) have been submitted by the Operating Advisor to the General Master
                                         Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 



    	Exhibit Z-5-1



    	 



    

 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator and the Depositor for disclosure in such annual report
                                         on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PENTALPHA
SURVEILLANCE LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 



    	Exhibit Z-5-2



    	 



    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of February 1,
2016 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”),
National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as
NCB special servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, 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 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
	 	 	 



 



    	Exhibit Z-6-1



    	 



    

 


	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit Z-6-2



    	 



    

 


Exhibit
Z-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-C32 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PENTALPHA SURVEILLANCE LLC
(the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling
and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), entered into
by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer
(in such capacity, the “General Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer
(the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”),
Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in
such capacity, the “Certificate Administrator”) and Pentalpha Surveillance LLC, as operating advisor and as
Asset Representations Reviewer, on behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor, 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 Asset Representations
                                         Reviewer to the General Master Servicer, the NCB Master Servicer, the Depositor, Trustee
                                         or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement
                                         for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion
                                         in all reports on Form 10-D or Form 8-K (the “Reports”)
                                         (such information provided by the Asset Representations Reviewer, collectively, the “Asset
                                         Representations Reviewer Periodic Information”) have been submitted by the
                                         Asset Representations Reviewer to the General Master Servicer, the NCB Master Servicer,
                                         the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
                                         in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 



    	Exhibit Z-7-1



    	 



    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PENTALPHA
SURVEILLANCE LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit Z-7-2



    	 



    

 


EXHIBIT
AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
AA shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by either Master Servicer or either
Special Servicer.


 


	 	Servicing Criteria 	applicable
    

Servicing 

Criteria
	 

                                                                                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

        General
Master Servicer

         NCB
Master Servicer

         General
Special Servicer

        NCB
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


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        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.	General
                                         Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer

        Custodian (as applicable)

        
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
                                         Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        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


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer

        
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are 	Certificate
    Administrator



 



    	Exhibit AA-1



    	 



    

 


	 	Servicing Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	 	made
    only by authorized personnel.	 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
                                         (as applicable)1


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer

        
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        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 Exchange Act.	Certificate
                                         Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer

        
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer

        
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer

        NCB Special Servicer

        
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

                                         General Master Servicer


        NCB
        Master Servicer



        



 





 



 


1    Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during
the applicable calendar year.


 




    	Exhibit AA-2



    	 



    

 


	 	 	
    General
        Special Servicer


        NCB
        Special Servicer

    
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

                                         General Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer

        NCB 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.	General
                                         Master Servicer


        NCB
        Master Servicer

        
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	General
                                         Master Servicer


        NCB
        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.	General
                                         Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        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.	General
                                         Special Servicer


        NCB
        Special Servicer

        Operating 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).	General
                                         Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        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.	General
                                         Master Servicer


        NCB
        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.	General
                                         Master Servicer


        NCB
        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.	General
                                         Master Servicer


        NCB
        Master Servicer

        
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	General
                                         Master Servicer


        NCB
        Master Servicer

        
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	General
                                         Master Servicer


        NCB
        Master Servicer

        
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	General
                                         Master Servicer


        NCB
        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


 



    	Exhibit AA-3



    	 



    

 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the General Master Servicer and the General Special Servicer are the same entity, the General Master Servicer and
the General Special Servicer may provide a combined assessment of compliance in respect of their combined responsibilities under
Section 1122 of Regulation AB.


 



    	Exhibit AA-4



    	 



    

 




EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator (or the applicable Master Servicer to the extent specified
in Section 11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described
in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating
income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself
that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that
there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall
the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB Special 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 or such
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2016-C32 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer and the NCB 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. 


 


	Item
    on Form 10-D	Party
    Responsible
	Item
                                         1A: Distribution and Pool Performance Information:

         

        ·          Item
1121(a)(13) of Regulation AB 

         
	  ·          Certificate
    Administrator
	Item
                                         1B: Distribution and Pool Performance Information: 

         

        ·          Item
        1121(a)(14) of Regulation AB 

        ·          Item
        1121(d) of Regulation AB 

        ·          Item
        1121(e) of Regulation AB

         
	·          Certificate
                                         Administrator 

                                                                                                                                                       

        ·          Depositor 

         

        ·          Asset
        Representations Reviewer

	Item
    2: Legal Proceedings: 	  ·          Each
    Master Servicer (as to itself) 



 






    	Exhibit BB-1



    	 



    

 


	

         

        ·      Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	

         

        ·      Each
        Special Servicer (as to itself) 

         

        ·      Certificate
        Administrator (as to itself) 

         

        ·      Trustee
        (as to itself) 

         

        ·      Depositor
        (as to itself) 

         

        ·      Operating
        Advisor (as to itself) 

         

        ·      Any
        other Reporting Servicer (as to itself) 

         

        ·     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings) 

         

        ·      Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)  

         

        ·      Originators
        under Item 1110 of Regulation AB 

         

        ·      Party
        under Item 1100(d)(1) of Regulation AB

	Item
    3:  Sale of Securities and Use of Proceeds	  ·      Depositor

                                                                                 

	Item
    4:  Defaults Upon Senior Securities	  ·      Certificate
    Administrator
	 	 
	Item
    5:  Submission of Matters to a Vote of Security Holders	  ·      Certificate
    Administrator
	 	 
	Item
                                         6: Significant Obligors of Pool Assets:

         

        ·      Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall 

         
	·     Each
                                         Master Servicer (excluding information for which a Special Servicer is the “Party
                                         Responsible”) 

         

        ·     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

         




 






    	Exhibit BB-2



    	 



    

 


	consist
                                         of such quarterly and annual operating statements, budgets and rent rolls of the related
                                         Mortgaged Property or REO Property (as applicable), and quarterly and annual financial
                                         statements of the related Borrower (except in the case of an REO Property), received
                                         or prepared by the “Party Responsible” pursuant to its obligations under
                                         Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
                                         that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating
                                         income for the most recent fiscal year and interim period is required and, if such information
                                         for a prior period was required but not previously reported, such information
                                         for such prior period; and 

         

        (c)
        the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the
        Collection Period in which the information was received or prepared by the “Party Responsible” as described
        in clause (b) above. 

         
	

         

	Item
                                         7: Change in Sponsor Interest in the Securities: 

         

        ·          Item
        1124 of Regulation AB. 

         
	 ·    Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	Item
                                         8: Significant Enhancement Provider Information: 

         

        ·          Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	 ·    Depositor
	Item
    9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a)
    such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates,
    and (c) such information was not previously reported as “Additional Form 8-K	·     Certificate
                                         Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each
                                         case to the extent that such party is the “Party Responsible” with respect
                                         to such information pursuant to Exhibit DD.

         

        ·     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related 




 






    	Exhibit BB-3



    	 



    

 


	Disclosure”.	       Distribution
Date and the preceding Distribution Date) 

        ·     Each
Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
Date) 

        ·     Each
Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
Distribution Date) 

        ·     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 




	Item
                                         10: Exhibits (no. 3): 

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	 ·      Depositor
	Item
                                         10: Exhibits (no. 4): 

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	·      Certificate
                                         Administrator 

        ·      Depositor

         

        provided
that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this
Pooling and Servicing Agreement 

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.

         

	Item
                                         10: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	·      Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that
    satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or
    REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust.
	Item
                                         10: Exhibits (no. 22):  
	·      The
    applicable party that is the “Party 



 






    	Exhibit BB-4



    	 



    

 


	 

                                                                                               Published
                                         Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item
                                         601 of Regulation S-K), but only if the party that is the “Party Responsible”
                                         with respect to Item 5 above elects to publish a report containing the information required
                                         by such Item 5 above and also elects to report the information on Form 10-D by means
                                         of filing the published report and answering Item 5 by referencing the published report.

         
	         Responsible”
    with respect to Item 5 as set forth above.



	Item
                                         10: Exhibits (no. 23): 

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

         
	·       Depositor
	Item
                                         10: Exhibits (no. 24) 

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	·       Certificate
    Administrator
	Item
                                         10: Exhibits (no. 99) 

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K) 
	·       Not
    Applicable.
	Item
                                         10: Exhibits (no. 100) 

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	·       Not
    Applicable.
	Item
    10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d)
    of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during
    the period to which the Form 10-D relates, and (c) such document was not previously 	·     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the
    Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a
    Form 10-K); provided that, in each case, that in the event any reportable agreement is 


 






    	Exhibit BB-5



    	 



    

 


 


	reported
                                as “Additional Form 8-K Disclosure”.	        executed
    by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this
    Item 10.



 






    	Exhibit BB-6



    	 



    

  


EXHIBIT
CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K
Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the
Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and
the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the
contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the
NCB Special 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 or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may
be. For this Series 2016-C32 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB 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.


 


	Item
    on Form 10-K	Party
    Responsible
	Item
                                         1B: Unresolved Staff Comments

         
	·  Depositor



 






    	Exhibit CC-1



    	 



    

 





	 	 	 	 	 	 
	Item
                                         9B: Other Information, but only to the extent of any information that meets all the following
                                         conditions:

         

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
        such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form
        10-D Disclosure”
	 	·	Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is
    the “Party Responsible” with respect to such information pursuant to Exhibit DD.  
	Item
    15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction
    J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:		·	The
                                         applicable Mortgage Loan Seller. 

	 	 	 	 
	 	·	Item 1112(b) of Regulation AB, but only to the extent that (i)
    such information was required to have been set forth in the Prospectus, (ii) such information was not so set forth and (iii)
    the applicable Master Servicer has not previously reported such information as “Additional Form 10-D Information”.	 	 	 
	 	 	 	 	 	 
	Instruction
    J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:	 	·	The Depositor



	 	 	 	 	 	 
	 	·	Item 1112(b) of Regulation AB, but only to the extent that (i)
    such information was set forth in the Prospectus and (ii) the applicable Master Servicer has not previously reported such
    information or updated versions thereof as “Additional Form 10-D Information”.	 	 	 
	 	 	 	 	 	 







 






    	Exhibit CC-2



    	 



    

   


	 	 	 	 	 	 
	Instruction
    J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:	 	·	Each Master Servicer (excluding
    information for which a Special Servicer is the “Party Responsible”)
	 	 	 	 
	 	·	Item 1112(b) of Regulation AB; provided, however,
    that all of the following conditions shall apply:	 	·	Each Special Servicer (as
    to Specially Serviced Loans and REO Properties)
	 	 	 	 	 	 
	(a)
information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
obligor” in the Prospectus;

         

        (b)
the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the
related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower
(except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations
under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor
described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period
is required and, if such information for a prior period was required but not previously reported, such information
for such prior period; and

         

        (c)
the information shall be reportable only to the extent that is has not previously been reported as “Additional Form 10-D
Information”.
	 	 	 
	 	 	 	 
	Instruction
    J(2)(c) (Significant Enhancement Provider Information):	 	 	 
	 	 	 	 
	 	·	Items 1114(b)(2) and 1115(b) of Regulation AB	 	·	Depositor
	 	 	 	 	 	 


 






    	Exhibit CC-3



    	 



    

 


	 	 	 	 	 	 
	   Instruction
    J(2)(d) (Legal Proceedings):	 	·	Each Master Servicer (as
    to itself)
	 	 	 	 	 	 
	 	·	Item 1117 of Regulation AB (it being acknowledged
    that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)	 	·	Each Special Servicer (as
    to itself)
	 	 	 	 	 
	 	 	 	·	Certificate Administrator
    (as to itself)
	 	 	 	 	 
	 	 	 	·	Trustee (as to itself)
	 	 	 	 	 
	 	 	 	·	Depositor (as to itself)
	 	 	 	 	 
	 	 	 	·	Trustee/Certificate Administrator
    /each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)
	 	 	 	 	 
	 	 	 	·	Each Mortgage Loan Seller
    as sponsor (as defined in Regulation AB)
	 	 	 	 	 
	 	 	 	·	Originators under Item
    1110 of Regulation AB
	 	 	 	 	 
	 	 	 	·	Party under Item 1100(d)(1)
    of Regulation AB
	 	 	 	 	 	 
	Instruction
J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 1 of 2 Parts: 

         

        1119(a)
of Regulation AB,

         

        but
only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2)
any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”;
provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was
disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

                ·       1119(b) of Regulation
    AB,
	 	·	Each Master Servicer (as
    to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
    or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).
	 	·	Each Special Servicer
	 	·	Certificate Administrator
	 	·	Trustee
	 	·	Each party (other than
    a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or more Mortgage
    Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of the Trust
    at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible” under
    this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
    to the effect that such party no longer
	 			 	 	 


 






    	Exhibit CC-4



    	 



    

 


	 	 	 	 	 	 
	but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or
understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
length transaction with an unrelated third party (apart from the Series 2016-C32 transaction) between itself (that is, the particular
“Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other:
(1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement,
arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B)
need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
Form 10-K Disclosure”.

         

        and

         


·    1119(c) of Regulation AB, 


        

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2016-C32 transaction or the Mortgage Loans between itself (that is, the
        particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following,
        on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that
        a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported
        if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if

         
	 		constitutes an originator
    of 10% or more of the assets of the Trust).
	 	·	Each party (other than
    a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the assets of the
    Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties to this
    Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is
    due.
	 	·	Each party (if any) that
    is identified in the Prospectus as an “other material party to the securities or transaction” (or substantially
    similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible” under
    this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
    to the effect that such party no longer constitutes a material party for purposes of Regulation AB.
	 	·	Each
    party (if any) that that is specifically identified as an “other material party to the securities or transaction for
    purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered
    by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February
    15 of the year in which the Form 10-K is due.


 






    	Exhibit CC-5



    	 



    

 


	 	 	 	 	 	 
	it was previously
    reported as “Additional Form 10-K Disclosure”.	 	 	 
	 	 	 	 
	Instruction
J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 2 of 2 Parts: 

         

        1119(a)
of Regulation AB,

         

        But
only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K
if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and 

         

	1119(b) of Regulation AB, 



        

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2016-C32 transaction) between
        itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties
        listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
        Prospectus or if it was

         
	 	·

·	The Depositor

Each
    Mortgage Loan Seller
	 		


 






    	Exhibit CC-6



    	 



    

 


	 	 	 	 	 	 
	previously
reported as “Additional Form 10-K Disclosure”.

         

        and

         

	1119(c) of Regulation AB,



        

        but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 201[_]-[_] transaction or the Mortgage Loans between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding
item as a “Party Responsible”, on the other; provided, however, that a relationship (A) must be
reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.
	 	 	 
	 	 	 	 
	Item
15: Exhibits (no. 2):

         

        Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	 	·	Depositor
	Item
15: Exhibits (no. 3):

        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	 	·	Depositor


 






    	Exhibit CC-7



    	 



    

 


	 	 	 	 	 	 
	Item
15: Exhibits (no. 4):

         

        With
respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	 	·	Trustee
	 	·	Certificate Administrator
	 	·	Depositor
	 	 	 
	provided
                                         that, in each case, that this shall in no event be construed to make such party responsible
                                         for the initial filing of this Pooling and Servicing Agreement

         

        provided,
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.

	 	 	 	 	 	 
	Item
15: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	 	·	Certificate Administrator,
    Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust.
	Item
15: Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	 	·	Not Applicable
	Item
15: Exhibits (no. 12):

         

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	 	·	Not Applicable.
	Item
15: Exhibits (no. 13): 

         

        Annual
        report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)

         
	 	·	Not Applicable
	Item
15: Exhibits (no. 14):

         

        Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	 	·	Not
    Applicable.


 






    	Exhibit CC-8



    	 



    

 


	 	 	 	 	 	 
	Item
15: Exhibits (no. 16):

         

        Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K) 
	 	·	Not Applicable
	Item
15: Exhibits (no. 18):

         

        Letter
re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	 	·	Not Applicable.
	Item
15: Exhibits (no. 21):

         

        Subsidiaries
of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)
	 	·	Depositor.
	Item
15: Exhibits (no. 22):

         

        Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	 	·	Not Applicable.
	Item
15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required
with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement
and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant
to Section 11.13 of this Pooling and Servicing Agreement.
	 	·	Depositor
	Item
15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the
registered public accounting firm for purposes of any attestation report rendered with respect to the particular “Party
Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	 	·	Each Master Servicer
	 	·	Each Special Servicer
	 	·	Depositor
	 	·	Any other Servicing Function
    Participant
	 	 	 
	provided,
    however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such
    consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.


 






    	Exhibit CC-9



    	 



    

 


	 	 	 	 	 	 
	Item
15: Exhibits (no. 24)

         

        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	 	·	Certificate Administrator
	Item
15: Exhibits (no. 31(i))

         

        Rule
13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	 	·	Not Applicable
	Item
15: Exhibits (no. 31(ii))

         

        Rule
13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	 	·	Delivery of this exhibit
    (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling
    and Servicing Agreement.
	Item
15: Exhibits (no. 32)

         

        Section
1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).
	 	·	Not Applicable.
	Item
15: Exhibits (no. 33) 

         

        Report
on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	 	·	Delivery of this exhibit
    (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	Item
15: Exhibits (no. 34)

         

        Attestation
report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation
S-K).
	 	·	Delivery of this exhibit
    (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing
    Agreement.
	Item
15: Exhibits (no. 35)

         

        Servicer
compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).
	 	·	Delivery of this exhibit
    (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	Item
15: Exhibit (no. 36)

         

        Certification
For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	 	·	Depositor


 






    	Exhibit CC-10



    	 



    

 


	Item
15: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	 	·	Not
    Applicable.
	Item
15: Exhibits (no. 100)

         

        XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K). 
	 	·	Not Applicable.
	Item 15:  Exhibits
    (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b)
    such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
    10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	 	·	Certificate Administrator,
    Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit
    pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the Special Servicers
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	Item 15:  Exhibit
    (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15:  Exhibit
    (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	[Certificate
Administrator] 

        [Depositor]

         

	Item
    15:  Exhibit (no. 103)

    

    Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	[Certificate
Administrator] 

        [Depositor]

         



 


 



    	Exhibit CC-11



    	 



    




 



EXHIBIT
DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing
Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer,
the General Special Servicer or the NCB Special 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 or such Special Servicer is not the applicable Master Servicer or
Special Servicer, as the case may be. For this Series 2016-C32 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB 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.





	 	 	 	 	 	 
	Item on Form
    8-K	Party Responsible
	Item 1.01:  Entry
    into a Material Definitive Agreement	 	·	Depositor, except as described
    in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts to which
    the registrant or a subsidiary thereof is a party).
	 	 	 	 	 	 
	 	 	 	 	·	Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3 to
    Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material
    to the asset-backed securities transaction,


 



    	Exhibit DD-1



    	 



    

 


	 	 	 	 	 	even if the registrant
    is not a party to such agreement), in each case to the extent of any amendment or definitive agreement that satisfies all
    the following conditions:  (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage
    Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which
    such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
    engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the
    Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and
    Servicing Agreement.
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 1 of 2 Parts	 	·	Certificate Administrator,
    Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in
    connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 2 of 2 Parts	 	·	Depositor, to the extent
    of any material agreement not covered in the prior item
	Item
    1.03:  Bankruptcy or Receivership	 	·	Depositor


 



    	Exhibit DD-2



    	 



    

 


	 	 	 	 	 	 
	Item
    2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
    Sheet Arrangement	 	·	Depositor
	 	·	Certificate Administrator
	Item 3.03:  Material
    Modification to Rights of Security Holders	 	·	Certificate Administrator
	Item 5.03:  Amendments
    of Articles of Incorporation or Bylaws; Change of Fiscal Year	 	·	Depositor
	Item 6.01:  ABS
    Informational and Computational Material	 	·	Depositor
	Item
    6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	 	·	Trustee
	 	·	Depositor
	Item
    6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	 	·	Certificate Administrator
	 	·	Each Master Servicer or
    each Special Servicer, as the case may be (in each case, as to itself)
	Item
    6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than
    a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	 	·	Each Master Servicer (as
    to a party appointed by such Master Servicer)
	 	·	Each Special Servicer
	 	·	Certificate Administrator
	 	·	Depositor
	Item
    6.03:  Change in Credit Enhancement or External Support	 	·	Depositor
	 	·	Certificate Administrator
	Item 6.04:  Failure
    to Make a Required Distribution	 	·	Certificate Administrator
	Item 6.05:  Securities
    Act Updating Disclosure	 	·	Depositor
	Item 7.01:  Regulation
    FD Disclosure	 	·	Depositor
	Item 8.01:  Other
    Events	 	·	Depositor
	Item
9.01(d): Exhibits (no. 1):

         

        Underwriting
agreement (Exhibit No. 1 of Item 601 of Regulation S-K) 
	 	·	Not applicable
	Item
9.01(d): Exhibits (no. 2):

         

        Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	 	·	Depositor
	Item
9.01(d): Exhibits (no. 3):

         

        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of 
	 	·	Depositor


 






    	Exhibit DD-3



    	 



    

 


	 	 	 	 	 	 
	Regulation S-K)	 	 	 
	Item
                                         9.01(d): Exhibits (no. 4):

         

         

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	 	·	Certificate Administrator
	 	 	 
	provided
    that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this
    Pooling and Servicing Agreement
	Item
                                         9.01(d): Exhibits (no. 7):

         

        Correspondence
        from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review.
        (Exhibit No. 7 of Item 601 of Regulation S-K)

         
	 	·	Not Applicable
	Item
                                         9.01(d): Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	 	·	Not Applicable
	Item
                                         9.01(d): Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	 	·	Not Applicable
	Item
                                         9.01(d): Exhibits (no. 17):

         

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

         
	 	·	Not Applicable
	Item
                                         9.01(d): Exhibits (no. 20):

         

        Other
        documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	 	·	Not Applicable
	Item
                                         9.01(d): Exhibits (no. 23):

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

         
	 	·	Depositor
	Item
                                         9.01(d): Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the

         
	 	·	Certificate
    Administrator


 



    	Exhibit DD-4



    	 



    

 


	 	 	 	 	 	 
	name of any
    officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.	 	 	 
	Item
                                         15: Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	 	·	Not Applicable.
	Item
                                         15: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

        
	 	·	Not Applicable.
	 	 	 	 	 	 


 



    	Exhibit DD-5



    	 



    

 



EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road


Columbia,
Maryland 21045-1951


Attention:
Corporate Trust Services (CMBS) (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-C32—SEC
REPORT PROCESSING


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as [           ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [           ], phone number: [           ]; email address: [           ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


cc:
Depositor


 






    	Exhibit EE-1



    	 



    

 


EXHIBIT
FF


 


INITIAL
SUB-SERVICERS


 


		1.	Bellwether
                                         Enterprise Real Estate Capital, LLC



 


		2.	Bernard
                                         Financial Corporation



 


		3.	Berkadia
                                         Commercial Mortgage LLC



 


		4.	GEMSA
                                         Loan Services, L.P.



 


		5.	Grandbridge
                                         Real Estate Capital LLC



 


		6.	NorthMarq
                                         Capital, LLC



 




 



 



    	Exhibit FF-1



    	 



    

 





EXHIBIT
GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 



    	Exhibit GG-1



    	 



    




 


EXHIBIT
HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer] [Rialto
Capital Advisors, LLC, as General Special Servicer] [National Cooperative Bank, N.A., as NCB Master Servicer] [National Cooperative
Bank, N.A., as NCB Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust,
National Association, as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage Securities,
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 






 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION, as general master servicer]

[RIALTO CAPITAL ADVISORS, LLC,

as general special servicer]

[National Cooperative Bank, N.A.,

as NCB master servicer]

[National Cooperative Bank, N.A.,

as NCB special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]


 






    	Exhibit HH-1



    	 



    

 





	By:	 	 
	 	Name:	 
	 	Title:	 



 



    	Exhibit HH-2



    	 



    

 


EXHIBIT
II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 





 



 

1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.

 






    	Exhibit II-1



    	 



    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


  


[Date
of Certification]





	 	 	 
	 	[Name of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit II-2



    	 



    







  


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:


Commercial
Real Estate Finance Council, Inc.


900
7th Street, NW, Suite 820


Washington,
DC 20001


Attn:
Stephen M. Renna


 


or by
wire transfer to:


 


Account
Name: Commercial Real Estate Finance Council (CREFC®) 


Bank
Name: Chase


Bank
Address: 80 Broadway, New York, NY 10005


Routing
Number: 021000021


Account
Number: 213597397


  



    	Exhibit JJ-1



    	 



    




  


EXHIBIT
KK


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA
E-MAIL:


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@weilsfargo.com and trustadministratorgroup@wellsfargo.com


 


Ref:
WFCM 2016-C32, Additional Debt Notice for From 10-D


  


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


  


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	WFCM
    2016-C32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	WFCM
    2016-C32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	WFCM
    2016-C32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 



    	Exhibit KK-1



    	 



    



 


EXHIBIT
LL


 


FORM
OF INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT FOR NCB CO-OP MORTGAGE LOANS


 


THIS
INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__
between [_______], a [___________] having an office at [__________] in its capacity as senior lender (“Lender”),
and [_________], a [_________] having an office at [__________] in its capacity as subordinated lender (“Subordinated
Lender”).


 


W
I T N E S S E T H:


 


WHEREAS,
Lender is the holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the
date hereof in the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS,
Subordinated Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower
in the amount of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS,
Lender and Subordinated Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective
interests in the Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements
with Borrower;


 


NOW,
THEREFORE, in consideration of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lender and Subordinated Lender agree as follows:


 


Defined
Terms. As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall
otherwise require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 






    		Exhibit LL-1	 



     


    

 


“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or
under management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning
commercial or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event
of Default” – Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which
has occurred and is continuing beyond any applicable grace or curative period, and (ii) with respect to the Subordinated
Loan and the Subordinated Loan Documents, any default thereunder which has occurred and is continuing beyond any applicable grace
or curative period.


 


“Loan
Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a first lien upon the Project and any other documents evidencing and securing
the Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from
time to time, in accordance with the terms hereof.


 


“Permitted
Fund Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund
with committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any
federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form
of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements
located or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).


 






    		Exhibit LL-2	 



     


    

 


“Qualified
Transferee” – Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one
or more of the following:


 


(A)          a
real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)          an
investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D
under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the
Eligibility Requirements;


 


(C)          an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies
the Eligibility Requirements;


 


(D)          any
entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)          a
Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special
Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect
to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A),
(B), (C) or (D) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in
the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or
more entities that are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any
of the relevant trustee, special servicer, or manager fails to meet the requirements of this clause (E), such Person must
be replaced by a Person meeting the requirements of this clause (E) within thirty (30) days; or


 


(F)          an
investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity
that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the general partner,
managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition.


 


“Qualified
Trustee” – Shall mean (i) a corporation, national bank, national banking association or a trust company,
organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise
corporate trust powers


 



    		Exhibit LL-3	 



     


    

 


and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject
to supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance
Corporation or (iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating
categories of each of the Rating Agencies.


 


“Rating
Agencies” – Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized
statistical rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that
have rated any of the Certificates.


 


“Rating
Agency Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require
a Rating Agency Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required
Special Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special
servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the
twelve (12) month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.            Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)          Subordinated
Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement,
hereby consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all of the terms and provisions
of the Loan Documents, (ii) the continued performance of the Loan Documents


 



    		Exhibit LL-4	 



     


    

 


will not constitute a default or an event which,
with the giving of notice or the lapse of time, or both, would constitute a default under the Subordinated Loan Documents, and
(iii) any application or use of the proceeds of the Loan for purposes other than those provided in the Loan Documents shall
not affect, impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)          Lender
hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this Agreement, all
of the terms and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance of the Subordinated
Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would
constitute a default under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated Loan for
purposes other than those provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and provisions
of this Agreement or the Subordinated Loan Documents.


 


2.            Representations
and Warranties.


 


(a)          Subordinated
Lender hereby represents and warrants as follows:


 


(i)           Subordinated
Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents. To Subordinated
Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under any of the Subordinated Loan Documents.


 


(ii)          Subordinated
Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security interest, option
or other charge or encumbrance.


 


(iii)         There
are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(iv)         Subordinated
Lender has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.


 


(v)          Subordinated
Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to
execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)         All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated Lender have
been duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vii)        Subordinated
Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of
Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to


 



    		Exhibit LL-5	 



     


    

 


(a) applicable bankruptcy,
reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless of whether
a proceeding is brought in law or in equity.


 


(viii)       To
Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of,
or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated Lender of
the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)          None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated Lender, (b) to
Subordinated Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any
other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute)
a default under the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Subordinated
Lender is a party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge, result in
the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the
properties or assets of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement,
franchise, or other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative
agency or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated Lender
or upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s
knowledge, constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated
Lender.


 


(x)           The
Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)           Lender
hereby represents and warrants as follows:


 


(i)            Lender
has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s actual
knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Loan Documents.


 


(ii)           Lender
is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge or encumbrance.


 


(iii)          There
are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or waived.


 






    		Exhibit LL-6	 



     


    

 


(iv)         Lender
is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)          All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been duly taken,
and all such actions continue in full force and effect as of the date hereof.


 


(vi)         Lender
has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Lender
enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency
and moratorium laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in
law or in equity.


 


(vii)        To
Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated
by this Agreement other than those that have been obtained.


 


(viii)       None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Lender, (b) to Lender’s
knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to
terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms
of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender is a party or to which
any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien, charge, encumbrance,
mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of Lender pursuant to the
terms of any such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (d) violate
any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental or regulatory
body of which Lender has knowledge against, or binding upon, Lender or upon any of the securities, properties, assets, or business
of Lender or (e) to Lender’s knowledge, constitute a violation by Lender of any statute, law or regulation that is
applicable to Lender.


 


(ix)          The
Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.            Subordination
and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated Loan Documents
(and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated Loan, in
each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby and all
of the foregoing (collectively, the


 



    		Exhibit LL-7	 



     


    

 


“Subordinated Interests”) shall at all times be junior, subject and subordinate
to the lien and security interest created by the Loan Documents and all of the terms, covenants, conditions, rights and remedies
contained in the Loan Documents, and no amendments or modifications of the Loan Documents or waivers of any provisions thereof
shall affect the subordination of the Subordinated Interests as set forth in this Section 3, it being understood and agreed
that the Loan Documents and the liens and security interests created thereby shall be and remain a prior lien against the Project.
In addition, all of Subordinated Lender’s rights to payment of the Subordinated Loan and the obligations evidenced by the
Subordinated Loan Documents are hereby subordinated to all of Lender’s rights to payment by Borrower of the Loan and the
obligations secured by the Loan Documents, and Subordinated Lender shall not accept or receive payments (including, without limitation,
whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower
and/or from the Project upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Documents)
under the Loan. If a Proceeding shall have occurred, Lender shall be entitled to receive payment and performance in full of all
amounts due or to become due to Lender before Subordinated Lender is entitled to receive any payment on account of the Subordinated
Loan. All payments or distributions upon or with respect to the Subordinated Loan which are received by Subordinated Lender contrary
to the provisions of this Agreement shall be received and held in trust by the Subordinated Lender for the benefit of Lender and
shall be paid over to Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash)
to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance of the Loan in accordance
with the terms of the Loan Documents. Nothing contained herein shall prohibit the Subordinated Lender from making protective advances
(and adding the amount thereof to the principal balance of the Subordinated Loan) notwithstanding the existence of a default under
the Loan at such time.


 


4.            Modifications,
Amendments, Etc.


 


(a)           Lender
shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”)
of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or
principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the
Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to
exercise any extension options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange
the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or
modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any
other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured
on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the
period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or
premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided,
however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification
in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence
of an Event of Default


 



    		Exhibit LL-8	 



     


    

 


(as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i)
(with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated
Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under
the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest
accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.


 


(b)          Subordinated
Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated Loan Modification”)
of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan Modification shall (i) increase
the interest rate or principal amount of the Subordinated Loan, (ii) increase in any other material respect any monetary
obligations of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled maturity date of the Subordinated
Loan (except that Subordinated Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions
of the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan into or for any other indebtedness or
subordinate the Subordinated Loan to any indebtedness of Borrower, (v) provide for any additional contingent interest, additional
interest or so called “kicker” measured on the basis of the cash flow or appreciation of the Project (or other similar
equity participation), (vi) amend or modify the provisions of the Subordinated Loan Documents limiting transfers of direct
or indirect interest in Borrower, (vii) modify or amend the terms and provision of any Subordinated Loan Document with respect
to the manner, timing or method of the application of payments under the Subordinated Loan Documents, (vi) cross default
the Subordinated Loan with any other indebtedness, or (vii) amend or modify the provisions limiting transfers of interests
in the Borrower or the Project. Notwithstanding anything to the contrary contained herein, if an Event of Default exists under
the Subordinated Loan Documents, Subordinated Lender shall be permitted to modify or amend the Subordinated Loan Documents in
connection with a work out or other surrender, compromise, release, renewal or modification of the Subordinated Loan except that
under no conditions shall clause (i), with respect to increases in principal amounts only, clause (ii), clause (iii)
(with respect to shortening the maturity only), clause (iv) or clause (v) be modified without the written consent of
the Lender. In addition and notwithstanding the foregoing provisions of this Section 6(b), any amounts funded by the Subordinated
Lender under the Subordinated Loan Documents as a result of (A) the making of any Protective Advances or other advances by
the Subordinated Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest),
shall not be deemed to contravene this Section 6(b).


 


(c)           Lender
shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters, waivers
or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments have
been executed by Lender.


 


(d)          Subordinated
Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations,


 



    		Exhibit LL-9	 



     


    

 


changes or revisions to any one or more of the Subordinated Loan Documents (including, without limitation, any side
letters, waivers or consents entered into, executed or delivered by Subordinated Lender) within a reasonable time after any of
such applicable instruments have been executed by Subordinated Lender.


 


5.            Default
Notice.


 


(a)          Subordinated
Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving of such notice of
default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default. Lender may, but
shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by Lender as and for
the cure by Borrower.


 


(b)           Lender
shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice of default
to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may, but shall
not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and for the
cure by Borrower.


 


6.            Casualty
and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or
a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior
interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”).
Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in
any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns
its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees
to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written
confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by
Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing
agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either
the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore
the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and
required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have
claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender
of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall
continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award
or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to
be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from
any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair
and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available
to the Borrower


 



    		Exhibit LL-10	 



     


    

 


for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.


 


7.            Foreclosure
of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall remain outstanding, (A) due
notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given to Lender, and true copies of
all papers served or entered in such action will be delivered to Lender, (B) no portion of the rents, issues and profits
of the Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents except through a receiver
appointed by the court in which such foreclosure action is brought, after due notice for the appointment of such receiver shall
have been given to Lender, (C) the rents, issues and profits collected by any such receiver shall be applied first to the
payment of taxes, maintenance and operating charges and disbursements incurred in connection with the operation and maintenance
of the Project and next to the payment of principal and interest (including, without limitation, default interest and late payment
charges) due under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action shall be brought
for the foreclosure of the Loan Documents and an application shall be made for an extension of the receivership for the benefit
of Lender, all such rents, issues and profits held by such receiver as of the date of such application shall be applied by the
receiver solely for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof until Lender
has received all amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents to, and
shall not object to, any action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated
Lender further agrees that it shall not institute any action or proceeding for the appointment of a receiver at any time during
which a receiver shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed
or caused the appointment of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees
to take all action reasonably necessary to terminate such appointment in order to facilitate Lender’s appointment of same.


 


8.            Rights
of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective Advance
by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior to the
payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies under
the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall not
acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other collateral
now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan Documents
or the liens, rights, estates and interests created thereby.


 


9.            Transfer
of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated
Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related
transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such
Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated Lender hereunder
and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations
and warranties contained herein for the benefit of the Lender.


 






    		Exhibit LL-11	 



     


    

 


At
least five (5) days prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification
that such transfer will be made in accordance with this Section 9, such certification to include the name and contact information
of the Qualified Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated
Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge customary fees in connection with any such action, which fee, together with
any and all other reasonable costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same,
including, without limitation, reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender
may, from time to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any
such Transfer or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects
set forth in this Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions
of this Agreement.


 


Notwithstanding
anything contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.          Notices.
All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage prepaid, return
receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices shall be
deemed to have been given when received. Either party may change its address for notices hereunder by written notice to the other
party.


 


11.          Obligations
Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated Lender under this Agreement
shall remain in full force and effect irrespective of:


 


(i)           any
lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or instrument
relating thereto;


 


(ii)          any
taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent
to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)         any
manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan, or any manner
of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any other assets
of Borrower or any other Affiliates of Borrower;


 


(iv)         any
change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower;
or


 






    		Exhibit LL-12	 



     


    

 


(v)          any
other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor
or a Lender subject to the terms hereof.


 


12.          Continued
Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated Lender
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.          Estoppel.


 


(a)          Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth
the then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the Subordinated
Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under the Subordinated
Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by Lender and by
any prospective purchaser of all or any interest in the Loan.


 


(b)          Lender
shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement
setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the
Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended
that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective
purchaser of all or any interest in the Subordinated Loan.


 


14.          No
Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to inure to Borrower,
or any other Person other than the respective successors and permitted assignees of the parties hereto. This Agreement may not
be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change
is sought.


 


15.          Counterpart
Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.


 


16.          No
Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.


 


17.          No
Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or joint tenancy
relationship between or among any of the parties hereto.


 






    		Exhibit LL-13	 



     


    

 


18.          Captions.
The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed
to be a part hereof.


 


19.          Conflicts.
In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this Agreement shall control.


 


20.          No
Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform all of
the terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of Borrower
under the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions,
obligations, covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under
the Subordinated Loan Documents.


 


21.          Severability.
In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law,
and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions
or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same
affect the validity or enforceability of any other provision of this Agreement.


 


22.          Expenses.


 


(a)          Subordinated
Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection with the (i) exercise
or enforcement of any of the rights of Lender against Subordinated Lender hereunder to the extent that Lender is the prevailing
party in any dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe any of the provisions
hereof.


 


(b)          Lender
agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the extent that
Subordinated Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform or observe
any of the provisions hereof.


 


23.          Injunction.
Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary damages are not an adequate
remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated Lender hereunder would cause
irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach of this Agreement by the other,
the remedies of injunction, declaratory judgment and specific performance shall be available to such non breaching party.


 






    		Exhibit LL-14	 



     


    

 


24.          Each
of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated Loan
Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated Lender
agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.          Waiver
of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 


26.          Successors
and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and their respective permitted
successors and assigns. Lender shall have the right to record this Agreement.


 


27.          Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.


 


28.          Amendments.
No provision of this Agreement shall be waived, amended or supplemented except by written agreement of the party charges with
such waiver, amendment or supplement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	 
	 	 	 
	 	SUBORDINATED LENDER:
	 	 	 
	 	 [__________]
	 	 	 
	 	By:	 



 






    		Exhibit LL-15	 



     


    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 



 


On
the __ day of ________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


 





	 	 
	 	Signature and Office of individual 

taking acknowledgment



 


	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 







 


On
the ___ day of _________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.


 





	 	 
	 	Signature and Office of individual 

taking acknowledgment


 






    		Exhibit LL-16	 



     


    

 




EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


  


INSTRUCTIONS:


  


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:





CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM



 



 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


  


Wells
Fargo Bank, National Association, as Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2016-C32—SEC REPORT PROCESSING


Email:
cts.sec.notifications@wellsfargo.com


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


  


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Accounts and REO Account balance information:


 


	Account
    Name	Beginning
                                         Balance as of  

        MM/DD/YYYY 
	Ending
                                         Balance as of 

        MM/DD/YYYY

        

	General
    Master Servicer’s Collection Account	 	 
	NCB
    Master Servicer’s Collection Account	 	 



 



    	Exhibit MM-1



    	 



    

 


	REO
    Account	 	 


  


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                      ], phone number: [                       ]; email address: [                       ].


 





	 	 	 
	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


cc:
Depositor


 



    	Exhibit MM-2



    	 



    




 


EXHIBIT
NN


 


Form
of notice of purchase of 


 


controlling
class certificate


 


[Date]


 


Wells
Fargo Bank, National Association

          as Certificate
Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services WFCM 2016-C32


 


Wells
Fargo Bank, National Association

          as General
Master Servicer


Commercial
Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-C32 Asset Manager

Telecopy Number: (704) 715-0036


 


Rialto
Capital Advisors, LLC

          as General
Special Servicer


790
NW 107th Avenue, 4th Floor


Miami,
Florida 33172





Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)


 


National
Cooperative Bank, N.A.


  as NCB Master Servicer and as NCB Special
Servicer

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3470

Email: kluzik@ncb.coop


 


Pentalpha
Surveillance LLC

          as Operating Advisor





375
N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

Email: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com


 



    	Exhibit NN-1



    	 



    

 





Re:          Wells
Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February
1, 2016, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer          


 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:



 


________________________


 


________________________


 


________________________


 


Contact
Info: [Tel/Email]





 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that
                                         we are not affiliated with the Transferor. To the extent that any Control Termination
                                         Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 



    	Exhibit NN-2



    	 



    

 





	 	 	 
	 	Very truly yours,
	 	
	 	 	(Transferee)
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 






    	Exhibit NN-3



    	 



    

 


 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations
Reviewer”), has performed an Asset Review on each Delinquent Loan identified by the Special Servicers, and is hereby
issuing the following Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified by the Special Servicers and our conclusion
                                         is that there is [no evidence of a Test failure/evidence of [•] Test failures] with
                                         respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.






	 	 	 
	 	PENTALPHA
    SURVEILLANCE LLC, 

as Asset Representations Reviewer
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 





 



 


1  This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.






    	Exhibit OO-1



    	 



    

 


Exhibit
A


  


Detailed
Scorecard

[Template Example Below]


  


	Test
failures

         

	Loan
    #	Loan
    Name	R&W
    #	R&W
    Name	Test
    #	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	32b	 	 


 






    	Exhibit OO-2



    	 



    

 


EXHIBIT
PP


 


FORM
OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations
Reviewer”), has performed an Asset Review on each Delinquent Loan identified by the Special Servicers, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified by the Special Servicers and our conclusion
                                         is that there is [no evidence of a Test failure/evidence of [·]
                                         Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





	 	 	 
	 	PENTALPHA
    SURVEILLANCE LLC, 

as Asset Representations Reviewer
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 





 



 


1  This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 







    	Exhibit PP-1



    	 



    






 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


  


	Test
failures

        

         
	 	 	 	 
	Loan
    #	Loan
    Name	Representations
    and Warranty #	Representation
    and Warranty Name	Test
    #
	[Insert
    Loan #]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c
	32	Due
    on Sale or Encumbrance	32b


 


 



    	Exhibit PP-2



    	 



    




 


EXHIBIT
QQ


 


ASSET
REVIEW PROCEDURES


 





 






    	Exhibit QQ-1



    	 



    



 




ASSET
REVIEW PROCEDURES 


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement, the Asset Representations Reviewer
(“ARR”) shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure,
a “Test”). Capitalized terms used herein but not defined herein have the meaning set forth in the Pooling and
Servicing Agreement or, solely with respect to a representation and warranty, the meaning set forth in the related Mortgage Loan
Purchase Agreement. For the avoidance of doubt, in connection with the performance of the following Tests:


 


	(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the ARR shall not be responsible
                                         for any investigation or review beyond that set forth in the applicable Test related
                                         to such representation and warranty;



 


	(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the ARR will be permitted to engage a qualified consultant (at
                                         the ARR’s own expense) to perform a review of the applicable policy, and will be
                                         allowed to rely upon the conclusions of the consultant when making a determination as
                                         to whether there is a Test pass.



 


	(C)	The
                                         ARR shall be under no duty to provide or obtain a legal opinion, legal review or legal
                                         conclusion;



 


	(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;




 


	(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the ARR in testing is the document that is dated as of the Closing Date or,
                                         if none, the document closest prior to the Closing Date;




 


	(F)	With
                                         respect to each representation and warranty and its related Test(s), the ARR shall take
                                         into account any exceptions to such representation and warranty described in a Mortgage
                                         Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed
                                         to have occurred with respect to such Test if the sole reason for not satisfying the
                                         applicable Test is caused by such exception(s); and




 


	(G)	A
                                         failure of a Test could result from (i) an affirmative determination by the ARR that
                                         the Test failed to achieve a Test pass, or (ii) a determination by the ARR that the documentation
                                         included in the Review Materials is not sufficient to perform the Test after the application
                                         of [Section 12.01(b)(vii)], if applicable.



 


	(H)	A
                                         determination by the ARR of a Test pass or a Test failure shall not constitute a determination
                                         by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether
                                         the Trust should enforce any rights it may have against the applicable Mortgage Loan
                                         Seller.




 


The
ARR will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional
procedures on any Delinquent Loan. Notwithstanding the required Tests, the ARR will not be required to review any information
other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information. The ARR may, but
is under no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the Pooling and Servicing
Agreement. If the ARR considers Unsolicited Information, the ARR shall take into account such Unsolicited Information, in addition
to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test
pass.


 


    	QQ-1



    	 



    

 







	Representations
    and Warranties	          Test	Review
    Materials
	1.
    Complete Mortgage File. With respect to each Mortgage Loan, to the extent that the failure to deliver the same would
    constitute a “Material Document Defect” in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement,
    (i) a copy of the mortgage file for each Mortgage Loan and (ii) originals or copies of all financial statements, appraisals,
    environmental reports, engineering reports, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates,
    legal opinions and tenant estoppels in the possession or under the control of such Mortgage Loan Seller that relate to such
    Mortgage Loan, will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set
    forth in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement. For the avoidance of doubt, the 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.	1	Review
    the Mortgage File to determine if it includes a signed custodian certification that does not contain any exceptions reported.
    If so determined, it will be a Test pass.	Mortgage
    File; Custodian certification
	2.
    Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage
    loan. At the time of the sale, transfer and assignment to the Depositor, no mortgage note or mortgage was subject to any assignment
    (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title
    to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations,
    any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment,
    subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each
    Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan
    free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.	2a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
    Mortgage Loan Schedule. If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is
    more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it
    will be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	2b	Review
    all Asset Status Reports and Final Asset Status Reports to the extent previously prepared by the Special Servicer (collectively
    referred to in this Exhibit QQ as “Collective Asset Status Reports”) for notation of any Mortgage Note
    or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge,
    or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear
    of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage
    Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports






 






    	QQ-2



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	 	2c	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the Mortgage Loan Seller not having the
    full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test
    pass.	Collective
    Asset Status Reports
	2d	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the assignment to the Depositor not constituting
    a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective
    Asset Status Reports
	3.
    Loan Document Status. Each related mortgage note, mortgage, Assignment of Leases (if a separate instrument), guaranty
    and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such
    Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to
    any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market
    value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such
    enforcement     may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
    similar laws affecting     the enforcement of creditors’ rights generally and (ii) general principles of equity
    (regardless of whether such enforcement     is considered in a proceeding in equity or at law and except that certain
    provisions in such Mortgage Loan documents (including,     without limitation, provisions requiring the payment of default
    interest, late fees or prepayment/yield maintenance premiums)     may be further limited or rendered unenforceable by
    applicable law, but (subject to the limitations set forth above) such     limitations or unenforceability will not render
    such Mortgage Loan documents invalid as a whole or materially interfere with     the mortgagee’s realization of the
    principal benefits and/or security provided thereby (clauses (i) and (ii) collectively,     the “Standard
    Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense,
    counterclaim or right of rescission     available to the related Mortgagor with respect to any of the related mortgage notes,
    mortgages or other Mortgage Loan documents,     including, without limitation, any such valid offset, defense,
    counterclaim	3a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    3. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	3b	Review
    the Collective Asset Status Reports for notation of any valid offset, defense, counterclaim or right of rescission available
    to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including,
    without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan
    Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage
    Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan
    Documents. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports


 






    	QQ-3



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	or
    right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would
    deny the mortgagee the principal benefits intended to be provided by the mortgage note, mortgage or other Mortgage Loan documents.
	 	 	 
	4.
    Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby (or affording the principal benefits intended
    to be provided thereby), including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations
    set forth in the Standard Qualifications.	4	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication
    exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	5.
    Hospitality Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property
    operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the
    related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license
    agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either
    (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing
    notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar
    agreement, which the Mortgage Loan Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the Mortgage
    Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of
    the Closing Date. The mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates
    a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate
    filing office. For the avoidance of doubt, no representation is made as to the perfection of any security interest in revenues
    to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing
    statements is required to effect such perfection.	5a	Review
    the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
    the Mortgage File to determine if there exists a franchise or license agreement and an executed comfort letter or similar
    agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms
    of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor
    or licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s
    providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter
    or similar agreement.. If so determined with respect to each part of the Test, it will be a Test pass.	Appraisals;
    Mortgage File; Franchise agreements; License agreements; Comfort letter or similar agreement signed by or from such franchisor
    or licensor
	5b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the Mortgage or related security
    agreement for each Mortgage Loan secured by a hospitality property to determine if there are provisions related to creating
    a security interest in the revenues of such property. Also, review the Mortgage File to determine if there exist filed copies
    (bearing evidence of filing) or evidence of filing of any related UCC financing statements in the appropriate filing office,
    related amendments and continuation statements. If so determined with respect to each part of this Test, it will be a Test
    pass.	Security
    agreements; UCC filings; appraisals; Mortgage File
	6.
    Mortgage Status; Waivers and Modifications. Since origination and 	6a	Review
    the Collective Asset Status Reports and Mortgage Loan	Mortgage
    Loan Documents; 


 






    	QQ-4



    	 



    

 


	Representations
    and Warranties	          Test	Review
    Materials
	except
    by written instruments set forth in the related mortgage file or as otherwise provided in the related Mortgage Loan documents
    (a) the material terms of such mortgage, mortgage note, Mortgage Loan guaranty, and related Mortgage Loan documents have not
    been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged
    Property or any portion thereof has been released from the lien of the related mortgage in any manner which materially interferes
    with the security intended to be provided by such mortgage or the use or operation of the remaining portion of such Mortgaged
    Property; and (c) neither borrower nor guarantor has been released from its material obligations under the Mortgage Loan.
    With respect to each Mortgage Loan, except as contained in a written document included in the mortgage file, there have been
    no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage
    Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.	 	Documents
    for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled,
    subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage File. If no such
    indication is found, it will be a Test pass.	Collective
    Asset Status Reports
	6b	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for an indication that a related Mortgaged Property or any
    portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the
    security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property
    except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	6c	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation that neither borrower nor guarantor has been
    released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage
    File. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	 	6d	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation of a modification, amendment or waiver that could
    be reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by the Mortgage Loan
    Seller on or after the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	7.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of mortgage and assignment
    of Assignment of Leases from the Mortgage Loan Seller or its affiliate is in recordable form (but for the insertion of the
    name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes
    a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its affiliate, as applicable. Each
    related mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related
    mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage
    Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan
    amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception,
    a “Title Exception”)), except as 	7a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any endorsement
    or assignment of Mortgage and Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from
    the Mortgage Loan Seller, or its affiliate, as applicable, subject to the Insolvency Qualifications. If such a notation or
    other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7b	Review
    the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related mortgage
    and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found,
    it will be a Test pass.	Mortgage;
    Assignment of Leases
	7c	Review
    the Title Policy (as defined in representation and warranty 8) to determine if the related mortgage is a first lien on 	Title
    Policy; Mortgage; Mortgage Loan Schedule


 


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	Representations
    and Warranties	          Test	Review
    Materials
	the
    enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances
    and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free
    and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances, and as of origination
    and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise
    to any such lien or encumbrance that would be prior to or equal with the lien of the related mortgage, except those which
    are bonded over, escrowed for or insured against by the applicable Title Policy (as described below). Any security agreement,
    chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates
    a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except
    as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below.
    Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in
    rents or other personal property to the extent that possession or control of such items or actions other than the filing of
    Uniform Commercial Code financing statements is required to effect such perfection.	 	the
    related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property.
    Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine
    they are equivalent. If each such determination is made, it will be a Test pass.	 
	7d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s
    liens and other recorded encumbrances (other than Permitted Encumbrances). If so determined, it will be a Test pass.	Title
    Policy
	7e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date,
    the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
    or materialmen’s liens and other recorded encumbrances (other than Permitted Encumbrances). If such a notation or other
    indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7f	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, subject to the rights
    of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior
    to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed
    for or insured against by the applicable Title Policy. If such a notation or other indication is not found, it will be a Test
    pass.	Collective
    Asset Status Reports
	7g	Review
    the Title Policy to determine if any security agreement, chattel mortgage or equivalent document related to and delivered
    in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject
    to Permitted Encumbrances, except as such enforcement may be limited by Standard Qualifications, subject to the limitations
    described in representation and warranty 11 below. The foregoing excludes the perfection of
    any security interest in rents or other personal property to the extent that possession or control of such items or actions
    other than the filing of Uniform Commercial Code financing statements is required to effect such perfection. If so determined,
    it will be a Test pass.	Title
    Policy


 






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	Representations
    and Warranties	          Test	Review
    Materials
	 	7h	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller
    did not have legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage
    Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien,
    encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7i	Review
    the Collective Asset Status Reports for a notation or other indication of claim or assertion that any security agreement,
    chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan does not establish and
    creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions,
    except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in representation
    and warranty 11 below. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	8.
    Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title
    Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
    jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked
    up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”)
    in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties,
    an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances
    of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness
    secured by the mortgage, the first priority lien of the mortgage, which lien is subject only to (a) the lien of current real
    property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions,
    rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions
    (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly
    subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related 	8a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
    determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal
    to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it
    will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	8b	Review
    the Title Policy to determine if the first priority lien of the Mortgage is subject only to Permitted Encumbrances, as defined
    in representation and warranty 8. If so determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances. If
    not so determined, it will be a Test pass.	Title
    Policy
	8d	Review
    the Title Policy and Collective Asset Status Reports for a notation or other indication that the coverage is not in full force
    	Title
    Policy; Collective Asset Status Reports


 






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	Representations
    and Warranties	          Test	Review
    Materials
	Mortgaged
    Property; (f) if the related Mortgage Loan constitutes a cross collateralized Mortgage Loan, the lien of the mortgage for
    another Mortgage Loan contained in the same cross collateralized group of Mortgage Loans, and (g) condominium declarations
    of record and identified in such Title Policy, provided that none of which clauses (a) through (g), individually or in the
    aggregate, materially interferes with the current marketability or principal use of the Mortgaged Property, the security intended
    to be provided by such mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient
    to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively,
    the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such
    taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties
    would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances
    are mortgage liens that are senior to or coordinate and co-equal with the lien of the related mortgage. Such Title Policy
    (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have
    been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither
    the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done,
    by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains
    no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative
    insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is
    the same as the property legally described in the mortgage and (b) to the extent that the Mortgaged Property consists of two
    or more adjoining parcels, such parcels are contiguous.	 	and
    effect, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such
    notation or other indication is found, it will be a Test pass.	
	8e	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller, or any other holder
    of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	8f	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    that (a) the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage
    and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
    If so determined, it will be a Test pass.	Title
    Policy
	9.
    Junior Liens. It being understood that B notes secured by the same mortgage as a Mortgage Loan are not subordinate
    mortgages or junior liens, except for any Mortgage Loan that is cross collateralized and cross defaulted with another Mortgage
    Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged
    Property other than Permitted Encumbrances. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly
    by 	9a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property,
    except for any Mortgage Loan that is cross collateralized and cross defaulted with another Mortgage Loan. If not so determined,
    it will be a Test pass.	Title
    Policy
	9b	Review
    the Title Policy to determine if, as of the Cut-off Date, there are no subordinate mortgages or junior mortgage liens 	Title
    Policy


 






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	Representations
    and Warranties	          Test	Review
    Materials
	interests
    in the related Mortgagor other than as set forth on the table relating to existing mezzanine indebtedness under “Description
    of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in this prospectus.	 	encumbering
    the related Mortgaged Property other than Permitted Encumbrances. If so determined, it will be a Test pass.	 
	9c	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of any
    mezzanine debt secured directly by interests in the related Mortgagor other than those set form on the table relating to the
    existing mezzanine indebtedness under “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine
    Indebtedness” in the prospectus. If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports
	10.
    Assignment of Leases and Rents. There exists as part of the related mortgage file an Assignment of Leases (either as
    a separate instrument or incorporated into the related mortgage). Subject to the Permitted Encumbrances and Title Exceptions,
    each related Assignment of Leases creates a valid first priority collateral assignment of, or a valid first priority lien
    or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to
    the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases,
    including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard
    Qualifications. The related mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications,
    provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or
    for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.	10a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases
	10b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and
    to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased
    property, except as the enforcement thereof may be limited by the Standard Qualifications.
    If so determined with respect to each part of this Test, it will be a Test pass.	Title
    Policy; Mortgage; Assignment of Leases
	10c
    	Review
    the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related
    Mortgage, or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an
    event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee
    to enter into possession to collect the rents or for rents or for the related mortgagee to enter into possession to collect
    the rents or for rents to be paid directly to the mortgagee. If so determined, it will be a Test pass.	Assignment
    of Leases; Mortgage
	11.
    Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes
    a valid security interest in, and a UCC-1 financing statement has been filed and/or 	11a	Review
    the Collective Asset Status Reports for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing
    statements. If such a notation or other indication is not 	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	          Test	Review
    Materials
	recorded
    (or, in the case of fixtures, the mortgage constitutes a fixture filing) in all places necessary at the time of the origination
    of the Mortgage Loan to perfect a valid security interest in the personal property (creation and perfection of which is governed
    by the UCC) owned by Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non material
    personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased
    equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related
    Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form
    for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary,
    no representation is made as to the perfection of any security interest in rents or other personal property to the extent
    that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements
    is required to effect such perfection.	 	found,
    it will be a Test pass.	
	11b	Review
    the Collective Asset Status Reports for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in
    suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	12.
    Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected
    each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off
    Date. An engineering report or property condition assessment was prepared by a third party engineering consultant in connection
    with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s
    knowledge, based solely upon the due diligence customarily performed by the Mortgage Loan Seller in connection with the origination
    of similar commercial and multifamily loans intended for securitization, and except as set forth in such engineering report
    or property condition report or with respect to which repairs were required to be reserved for or made, (a) all major building
    systems for the improvements of each related Mortgaged Property are in good working order, and (b) each related Mortgaged
    Property (i) is free of any material damage, and (ii) is in good repair and condition, and (iii) is free of patent and observable
    structural defects, except, as to all statements in clauses (a) and (b) above, to the extent: (x) any damage or deficiencies
    would not reasonably be expected to materially and adversely affect the use or operation of the Mortgaged Property or the
    security intended to be provided by such mortgage, or repairs with respect to such damage or 	12a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	12b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve
    months prior to the Cut-off Date. Review the engineering report to confirm that (a) all major building systems for the improvements
    of each Mortgaged Property are in good working order, and (b) each related Mortgaged Property is free of material damage.
    If so determined with respect to each part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment
	12c	Review
    the engineering report or property condition assessment in the Mortgage File dated no more than twelve months prior to the
    Cut-off Date to determine if it provides that each related Mortgaged Property is in good repair and condition and free of
    patent and observable structural defects, except to the extent: (i) any damage or deficiencies that would not reasonably be
    expected to materially and adversely affect the use, operation of the Mortgaged Property or the security intended to be provided
    by such mortgage or repairs with respect to such damage or 	Engineering
    report; Property condition assessment


 






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	Representations
    and Warranties	          Test	Review
    Materials
	deficiencies
    are estimated to not exceed 5% of the original principal balance of the Mortgage Loan; (y) such repairs have been completed;
    or (z) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with
    the origination of similar commercial and multifamily loans intended for securitization, which escrows will in all events
    be in an aggregate amount not less than the estimated cost of such repairs. To the Mortgage Loan Seller’s knowledge,
    based on the engineering report or property condition assessment and the Sponsor Diligence (as defined in paragraph 42), there
    are no issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material
    adverse effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the engineering
    report or Servicing File and those addressed in sub clauses (x), (y), and (z) of the preceding sentence.	 	deficiencies
    estimated to cost less than 5% of the original principal balance of the Mortgage Loan; (ii) such repairs have been completed;
    or (iii) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with
    the origination of similar commercial and multifamily loans intended for securitization have been established, which escrows
    will in all events be in an aggregate amount not less than the estimated cost of such repairs. If so determined, it will be
    a Test pass.	
	12d	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of issues
    with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse
    effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the most recently
    dated engineering report or Servicing File and those addressed in sub- clauses (x), (y), and (z) of representation and warranty
    12. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	13.
    Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the
    Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
    water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a
    Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off
    Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges
    is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security
    sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this
    representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the
    date on which interest and/or penalties would be payable thereon.	13a	Review
    the Collective Asset Status Reports for a notation or other indication that all taxes, governmental assessments and other
    outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged
    Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related
    Mortgage Property that became due and owing prior to the Cut-off Date with respect to the Mortgaged Property have not been
    paid, or if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes
    or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated
    interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	14.
    Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date,
    there is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of
    the Cut-off Date, there is no proceeding threatened, for the total 	14	Review
    the Collective Asset Status Reports for a notation or other indication of any proceeding pending or threatened for the total
    or partial condemnation of such Mortgaged Property as of the Cut-off date, or for a notation or other indication that the
    	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	          Test	Review
    Materials
	or
    partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of
    the Mortgaged Property.	 	Mortgage
    Loan Seller had knowledge as of the Cut-off of any such proceeding that would have a material adverse effect on the value,
    use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.	 
	15.
    Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy
    (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable
    local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA
    (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental
    investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome
    of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged
    Property, (b) the validity or enforceability of the mortgage, (c) such Mortgagor’s ability to perform under the related
    Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the current marketability of
    the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents,
    (g) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (h)
    the current principal use of the Mortgaged Property.	15a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the Collective Asset Status Reports for an indication
    of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor,
    or Mortgagor’s interest in the Mortgaged Property that existed on the origination date. If such an indication is not
    found, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports
	15b	Review
    the Collective Asset Status Reports to determine if an adverse outcome of any such pending, filed or threatened action, suit
    or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably
    be expected to adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15. If any such adverse
    outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(h) of representation and
    warranty 15, it will be a Test pass.	Collective
    Asset Status Reports
	16.
    Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with lender pursuant to
    each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under
    the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace
    or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under
    the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer. Any and
    all material requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of
    any funds escrowed for such purpose, which requirements were to have been complied with on or before the Closing Date, have
    been complied with in all material respects or the funds so escrowed have not been released unless such release was consistent
    with the Mortgage Loan Seller’s practices with respect to escrow releases or such released funds were otherwise used
    for their intended purpose. No 	16a	Review
    the Collective Asset Status Reports for a notation or other indication of any escrow deposits and escrow payments required
    to be escrowed with lender pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	16b	Review
    the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Depositor or its servicer. If so determined, it will be
    a Test pass.	Diligence
    File; Collective Asset Status Reports
	16c	Review
    the Diligence File and the Collective Asset Status Reports for a notation or other indication that the material requirements
    under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such
    purpose on or before the Closing Date have not been complied with in all material respects. If such a notation 	Diligence
    File; Collective Asset Status Reports


 






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	Representations
    and Warranties	          Test	Review
    Materials
	other
    escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.	 	or
    other indication is not found, it will be a Test pass.	
	16d	Review
    the Servicing File and the Collective Asset Status Reports to determine if an escrow release has been made that was not in
    accordance with the terms of the related Mortgage Loan Documents or consistent with the Mortgage Loan Seller’s practices
    with respect to escrow releases or such released funds were otherwise used for their intended purpose. If not so determined,
    it will be a Test pass.	Servicing
    File; Collective Asset Status Reports
	17.
    No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
    as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount
    of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction
    of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged
    Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback), and any requirements
    or conditions to disbursements of any loan proceeds held in escrow have been satisfied with respect to any disbursement of
    any such escrow fund.	17a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement
	17b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the lender (except in those cases
    where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
    pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with
    respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to
    merit such holdback), and any requirements or conditions to disbursements of any loan proceeds held in escrow have been satisfied
    with respect to any disbursement of any such escrow fund. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18.
    Insurance. Each related Mortgaged Property is, and is required pursuant to the related mortgage to be, insured by a
    property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
    form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
    of the related Mortgage Loan documents and having a claims paying or financial strength rating of at least “A :VIII”
    (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a Mortgage Loan with a principal
    balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors
    Service, Inc. or “A-” from Standard & Poor’s Ratings Services (collectively the “Insurance
    Rating Requirements”), in an amount (subject to customary deductibles) not less than the lesser of (1) the original
    principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis 	18a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser
    of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of
    the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property
    (with no deduction for	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 






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	Representations
    and Warranties	          Test	Review
    Materials
	of
    the improvements, furniture, furnishings, fixtures and equipment owned by Mortgagor included in the Mortgaged Property (with
    no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements
    as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

    Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
    by business interruption or rental loss insurance (except where an applicable tenant lease does not permit the tenant to abate
    rent under any circumstances), which (i) covers a period of not less than 12 months (or with respect to each Mortgage Loan
    with a principal balance of $35 million or more, 18 months), or a specified dollar amount which, in the reasonable judgment
    of the Mortgage Loan Seller, will cover no less than 12 months (18 months for Mortgage Loans with a principal balance of $35
    million or more) of rental income; (ii) for a Mortgage Loan with a principal balance of $50 million or more contains a 180
    day “extended period of indemnity”; and (iii) covers the actual loss sustained during the time period, or up to
    the specified dollar amount, set forth in clause (i) above.

    If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
    in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor
    is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional
    excess flood coverage in an amount as is generally required by the Mortgage Loan Seller for similar commercial and multifamily
    loans intended for securitization.

    If windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage
    insurance policy the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting the
    Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms,
    in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable
    value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor
    and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the
    amount necessary or containing such 	 	physical
    depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid
    the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	18b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18c	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption
    or rental loss insurance (except where an applicable tenant lease does not permit the tenant to abate rent under any circumstances),
    which (i) covers a period beginning on the date of loss and continuing until the earlier to occur of restoration of the Mortgaged
    Property or the expiration of 12 months (or with respect to a Mortgage Loan with a principal balance of $35 million or more,
    18 months), or a specified dollar amount which, in the reasonable judgment of the Mortgage Loan Seller, will cover no less
    than 12 months (18 months for Mortgage Loans with a principal balance of $35 million or more) of rental income; (ii) for a
    Mortgage Loan with a principal balance of $50 million or more contains a 180-day “extended period of indemnity”;
    and (iii) covers the actual loss sustained during the time period, or up to the specified dollar amount sent forth in clause
    (i) above. If such provisions are found, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
    lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
    Agency as “having special flood hazards,” the related Mortgagor is required to maintain insurance in the maximum
    amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an 	Mortgage
    Loan Documents; Survey


 






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	Representations
    and Warranties	          Test	Review
    Materials
	endorsements
    as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an
    insurer meeting the Insurance Rating Requirements.

    The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
    general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad form coverage
    for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
    required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any
    event not less than $1 million per occurrence and $2 million in the aggregate.

    An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
    zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum
    loss or scenario expected loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such
    instance, the PML was based on a 475 year return period, which correlates to a 10% probability of exceedance in an exposure
    period of 50 years. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs
    of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
    by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
    by Standard & Poor’s Ratings Services in an amount not less than 100% of the PML.

    The Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair
    or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the
    then outstanding principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right
    to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal
    balance of such Mortgage Loan together with any accrued interest thereon.

    All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be
    paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors
    and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability 	 	amount
    as is generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization.
    If so determined, it will be a Test pass.	
	18f	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if windstorm and/or windstorm related perils and/or “named storms”
    are excluded from coverage. If so, review Diligence File to determine if the property is covered by a windstorm insurance
    policy covering damage from windstorm and/or windstorm related perils and/or “named storms” are excluded from
    the primary property damage insurance policy the Mortgaged Property is insured by, which insurance policy is issued by an
    insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils
    and/or named storms, in an not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the
    full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned
    by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
    not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
    provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined
    with respect to each part of this Test, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Diligence File
	18g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property
    is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property
    damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by
    the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization,
    and in any event 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents


 






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	Representations and Warranties	          Test	Review Materials
	insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.	 	not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	 
	18h	Review the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If determined, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant, for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake, based on a 475-year return period, which correlates to a 10% probability of exceedance in an exposure period of 50 years. If so determined, it will be a Test pass.	Property condition assessment; Seismic engineering study
	18i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative
    properties, review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the
    amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged
    Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company
    or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard &
    Poor’s Ratings Services. The insurance amount should be not less than 100% of the PML. If so determined with respect to
    each part of the Test, it will be a Test pass.	Seismic engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18j	Review the  Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	18k	Review the Collective Asset Status Reports for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is found, it 	Collective Asset Status Reports


 






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	Representations and Warranties	          Test	Review Materials
	 	 	will be a Test pass.	 
	18l	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies name the lender under any Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18m	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee. If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18n	Review the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage Loan Documents
	18o	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	18p	Review the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18o may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	19. Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in 	19a	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such 	Zoning report; Title Policy; Survey; Engineering report  or property condition assessment; Sponsor Diligence; ESA


 






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	Representations and Warranties	          Test	Review Materials
	paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.	 	road, or has permanent access easement or right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.	 
	19b	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report  or property condition assessment; Sponsor Diligence; ESA
	19c	Review the Title Policy and  survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated  Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created. If so determined, it will be a Test pass.	Title Policy; Survey; Mortgage Loan Documents
	20. No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.	20a	Review the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured by applicable Title Policy. If so determined, it will be a Test pass.	Survey; Title Policy; Appraisal
	20b	Review the survey and Title Policy to determine if there exist material improvements on adjoining parcels that encroach onto the Mortgaged Property which are not insured by applicable Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	20c	Review the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for encroachments that are insured against by the applicable Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy


 






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	Representations and Warranties	          Test	Review Materials
	21. No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.	21	Review the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization feature (other than the accrual of the portion of interest on any ARD Loan  in excess of the rate in effect prior to the Anticipated Repayment Date), or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents
	22. REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G 2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G 2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary 	22a	Review the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the lender did not exceed the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination settlement statement; Mortgage Loan
	22b	Review the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the  Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations  Section 1.860G-2(a)(1)(ii)).. If so determined, it will be a Test pass.	Appraisal; Mortgage Loan Documents
	22c	Review the Collective Asset Status Reports for an indication or other notation that the Mortgage Loan was modified prior to the Closing Date, and if so,  if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the 	Collective Asset Status Reports


 






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	Representations and Warranties	          Test	Review Materials
	prepayment penalties” within the meaning of Treasury Regulations Section 1.860G 1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 22, including the proviso thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	 
	22d	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the prepayment premium and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	23. Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.	23a	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	23b	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	23c	Review the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.	Mortgage Loan Documents
	24. Authorized to do Business. To the extent required under applicable law, as of the Closing Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan.	24a	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior lender held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such Mortgage Loan. If so determined, it will be a Test pass.	Collective Asset Status Reports


 






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	Representations and Warranties	          Test	Review Materials
	25. Trustee under Deed of Trust. With respect to each mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the mortgage and applicable law or may be substituted in accordance with the mortgage and applicable law by the related mortgagee, and, except in connection with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for de minimis fees paid.	25a	Review the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	25b	Review the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the Mortgagor or in connection with any full or partial release of the Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for de minimis fees paid. If so determined, it will be a Test pass.	Mortgage Loan Documents
	26. Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, or (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property.	26a	Review the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	Zoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
	26b	Review the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, it will be a Test pass.	Zoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
	26c	Review the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such 	Mortgage Loan Documents


 






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	 	 	casualty or destruction. If such provisions are found, it will be a Test pass.	 
	 	26d	If the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
	27. Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.	27a	Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.	Mortgage Loan Documents
	27b	Review the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that (a) the Mortgage Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy  and applicable governmental approvals necessary could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Mortgage Loan Documents; Collective Asset Status Reports
	27c	Review the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the 	Mortgage Loan Documents


 






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	 	 	jurisdiction in which the Mortgaged Property is located, and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	 
	28. Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) Mortgagor’s fraud or intentional misrepresentation; (iii) criminal acts by the Mortgagor or guarantor resulting in the seizure or forfeiture of all or part of the Mortgaged Property; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) Mortgagor’s commission of material physical waste at the Mortgaged Property.	28a	Review the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis)  in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 28. If so determined, it will be a Test pass.	Mortgage Loan Documents
	29. Mortgage Releases. The terms of the related mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified 	29a	Review the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and 	Mortgage Loan Documents


 






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	percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G 2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the mortgage (but taking into account 	 	warranty 29. If such provisions are found, it will be a Test pass.	 
	29b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 29 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29c	Review the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged 	Mortgage Loan Documents


 






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	the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).

No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross collateralized with another Mortgage Loan permits the release of cross collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.	 	Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). If such provisions are found, it will be a Test pass.	 
	29d	Review the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross- collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	30. Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single tenant properties) and annual operating statements, (b) quarterly (other than for single tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in place base rent, and (c) annual financial statements.	30a	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	30b	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual ease which accounts for more than 5% of the in-place base rent and annual financial statements.  If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	31. Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special form all risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate 	31a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Insurance coverage review document 
	31b	Review the Mortgage Loan Documents to determine if the 	Mortgage Loan Documents


 






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	terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms, or as otherwise indicated on Annex D-2 of the Mortgage Loan Purchase Agreement.	 	original principal balance was $20 million or less at origination. If so, Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 31), or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms, or as otherwise indicated on Annex D-2 of the Mortgage Loan Purchase Agreement.  If such provisions are not found, it will be a Test pass.	 
	32. Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, but not limited to, transfers of worn out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt, in any event as set forth on the tables, as applicable, under “Description of the Mortgage Pool—Additional Indebtedness—	32a	Review the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 32. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	32b	Review the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 






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	Mezzanine Indebtedness” in this prospectus or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross collateralized and cross defaulted with another Mortgage Loan, as set forth on an exhibit to the related Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	33. Single Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Principal Balance of $ 30 million or more has a counsel’s opinion regarding non consolidation of the Mortgagor. For this purpose, a “Single Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross collateralized and cross defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	33a	Review the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 33) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	33b	Review the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Principal Balance in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	33c	Review the Mortgage Loan Schedule for the Cut-off Date Principal Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Principal Balance in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion
	34. Defeasance. With respect to any Mortgage Loan that, pursuant to the	34	Review the Mortgage Loan Documents for provisions allowing	Mortgage Loan Documents


 






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	Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G 2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the mortgage note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 34. If such provisions are found, it will be a Test pass. 	 
	35. Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.	35	Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents
	36. Ground Leases. For purposes of these representations and warranties, a	36a	Review the appraisal to determine if the Mortgage Loan is	Appraisal; Title Policy;


 






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	“Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

(a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related mortgage file;

(b) The lessor under such Ground Lease has agreed in a writing included in the related mortgage file (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;

(c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such 	 	secured by a Ground Lease (as defined in representation and warranty 36), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 36b through 36r. 	Mortgage Loan Documents
	36b	Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	36c	Review the Ground Lease and Related Documents for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the mortgage. If such indication is found, it will be a Test pass.	Ground Lease and Related Documents
	36d	Review the Collective Asset Status Reports for notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File, it will be a Test pass.	Collective Asset Status Reports; Mortgage File
	36e	Review the Ground Lease and Related Documents for a provision that the Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease. If such a provision is found, it will be a Test pass.	Ground Lease and Related Documents
	36f	Review the Ground Lease and Related Documents for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully 	Ground Lease and Related Documents


 






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	Representations and Warranties	          Test	Review Materials
	Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d) The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject;

(e) Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);

(f) The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g) The Ground Lease and Related Documents require the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;

(h) A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;



	 	amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially  amortizes). If such an indication is found, it will be a Test pass.	 
	36g	Review the Title Policy for an indication that the Ground Lease is either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions, or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject. If either indication is found, it will be a Test pass.	Title Policy; SNDA
	36h	Review the Ground Lease and Related Documents for an indication that the Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	Ground Lease and Related Documents
	36i	Review the Ground Lease and Related Documents for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	Ground Lease and Related Documents
	36j	Review the Collective Asset Status Reports for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	36k	Review the Collective Asset Status Reports for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under	Collective Asset Status Reports


 






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	(i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;

(j) Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l) Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.	 	the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	 
	36l	Review the Collective Asset Status Reports for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	36m	Review the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice of any default, and provide that no notice of default or termination is effective against the lender unless such notice is given to the lender. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	36n	Review the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	36o	Review the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with the origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will be a Test pass.	Ground Lease
	36p	Review the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be 	Ground Lease and Related Documents; Mortgage Loan Documents


 


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	Representations and Warranties	 	Test	Review Materials
	 	 	a Test pass.	 
	 	36q	Review the Ground Lease and Related Documents and the  Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground Lease and Related Documents; Mortgage Loan Documents
	36r	Review the Ground Lease and Related Documents for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents 
	37. Servicing. The servicing and collection of each Mortgage Loan complied with all applicable laws and regulations and was in all material respects legal, proper and in accordance with customary commercial mortgage servicing practices. 	37	Review the Collective Asset Status Reports for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller in respect of each Mortgage Loan did not comply in all material respects with all applicable laws and regulations or was not in all material respects legal, proper in accordance with customary commercial mortgage servicing practices. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	38. Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Annex D-1 to the Mortgage Loan Purchase Agreement.	38	Review the Collective Asset Status Reports for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 38 does not address or otherwise cover any matters with respect to 	Collective Asset Status Reports



 



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	Representations and Warranties	 	Test	Review Materials
	 	 	federal, state or local law otherwise covered in Annex D-1 to the Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	 
	39. Rent Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (or a maintenance schedule in the case of a Mortgage Loan secured by a residential cooperative property) (the “Certified Rent Roll(s)”) other than with respect to hospitality or single tenant properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Mortgage Loan Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan.	39a	Determine that there is one or more Certified Rent Roll(s) in the Diligence File for all properties other than hospitality or single tenant properties, or, with respect to properties other than hospitality or single tenant properties, a representation as to the accuracy of the rent roll or rent rolls is made by the Mortgagor in the Mortgage Loan Documents. If there are Certified Rent Roll(s), determine if they have been certified by the Mortgagor or the guarantor(s) as being accurate and complete in all material respects within 180 days of the date of origination of any Mortgage Loan. If so determined as to each part of this Test, it will be a Test pass.	Diligence File; Certified Rent Roll(s); Mortgage Loan Documents
	39b	Determine that there are operating histories for each Mortgaged Property that are certified by the Mortgagor or the guarantor(s) as being accurate and complete in all material respects within 180 days of the date of origination of the related Mortgage Loan. If so determined, it will be a Test pass.	Operating statements; Mortgage Loan Documents
	40. No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Annex D-1 to the Mortgage Loan Purchase Agreement. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	40a	Review the Collective Asset Status Reports for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	40b	Review the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports


 



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	Representations and Warranties	 	Test	Review Materials
	41. Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.	41	Review the Lexis/Nexis (or comparable search) and the Collective Asset Status Reports for an indication that the Mortgaged Property (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test pass.	Lexis/Nexis (or comparable) search; Collective Asset Status Reports
	42. Organization of Mortgagor. The Mortgage Loan Seller has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor) (the “Controlling Owner”). The Mortgage Loan Seller (1) required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis or NCO, or a similar service designed to elicit information about each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions, in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization. ((1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Controlling Owner or guarantor (i) was in a state or federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii) had been convicted of a felony.	42a	Review the Diligence File to determine if it includes an organizational chart or other description of each Mortgagor in the Diligence File which purports to identify all Controlling Owners. If so determined, it will be a Test pass.	Diligence File; Organizational chart
	42b	Review the Diligence File to determine if the Sponsor Diligence is included. If so, review the Sponsor Diligence for any indication that the Mortgage Loan Seller had knowledge that any Controlling Owner or guarantor (i) was in a state or federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii) had been convicted of a felony. If no such indication is found, it will be a Test pass.	Diligence File; Sponsor Diligence



	43. Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its	43a	Review the Diligence File to determine if an ESA (as defined in representation and warranty 43) is included. If so, review the ESA for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication is found, it will be a Test pass.	Diligence File; ESA
	43b	Review the ESA for an indication that it identified (i) the	ESA


 


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	Representations and Warranties	 	Test	Review Materials
	origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527 05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527 05 or its successor) at the related Mortgaged Property.



	 	existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	 
	43c	Review the ESA for an indication that it identified (i) the existence of an Environmental Condition (as defined in representation and warranty 43) at the related Mortgaged Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts 43c-1 through 43c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA; Escrow Statements; Loan Documents; Diligence File
	 	1.    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related lender.	Escrow statements
	 	2.  Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 ESA
	 	3.  Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date, as evidenced by a no further action or closure letter that was obtained from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further action is required.	Diligence File
	 	4.  Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P and/or Fitch.	Insurance coverage review documents


 


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	In the case of each Mortgage Loan set forth on an exhibit to the related Mortgage Loan Purchase Agreement, (i) such Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer set forth on such exhibit (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date the Environmental Insurance Policy is in full force and effect, there is no deductible and the Trustee will within 60 days following the Closing Date be a named insured under such policy either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such policy, which the Mortgage Loan Seller or its designee shall provide, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos containing materials (“ACM”) and, if the related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead based paint (“LBP”), and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least three years beyond the maturity of the Mortgage Loan (or, in the case of an ARD Loan, the related Anticipated	 	5.  Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.	Diligence File
	 	6. Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Diligence File
	43d	Review the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports; ESA
	43e	1. Review the insurance coverage review documents to determine if the Mortgage Loan is the subject of an environmental insurance policy as of origination, that the policy is in full force and effect with no deductible, that the premium has been paid through the maturity of the policy’s term and that the terms of such policy extends at least three years beyond the maturity of the Mortgage Loan (or, in the case of an ARD Loan, the related Anticipated Repayment Date). If found, it will be a Test pass.  	Insurance coverage review documents
	 	2. If Environmental Policy is found above, review the insurance coverage review documents to determine the Trustee within 60 days following the Closing Date was a named insured under such policy either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such policy, which the Mortgage Loan Seller or its designee shall provide. If found, it will be a Test Pass. 	Insurance coverage review documents
	43f	Review the appraisal to determine if the related Mortgaged Property was constructed prior to 1985 and if it was a multifamily property. If so, verify that a property condition or engineering report was prepared and if such reports disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property. If so, review the Mortgage Loan Documents to determine if the related Mortgagor (A) was required to 	Appraisal; Property condition assessment; Seismic engineering study; Mortgage Loan Documents


 


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	Representations and Warranties	 	Test	Review Materials
	Repayment Date).	 	remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition. If such indication is found, it will be a test Pass.	 
	 	43g	Review Collective Asset Status reports to determine if on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer or (c) an engineering or other report provided to the Policy Issuer. If no indication is found, it will be a Test Pass.	Collective Asset Status Reports; ESA
	44. Lease Estoppels. With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll(s) (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as the Mortgage Loan Seller may deem reasonable and appropriate based on the Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to the Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass through audits and verification of landlord’s compliance with co tenancy provisions. 	44a	Review the appraisal to determine if the property is a retail, office, or industrial property, and if so, review the Certified Rent Roll(s) to determine if the property is leased to a single tenant. If so, review the estoppel to determine if it was obtained from such tenant no earlier than 90 days prior to the origination date of the Mortgage Loan. If so determined, it will be a Test pass.	Appraisal; Certified Rent Roll(s); Estoppel
	44b	Review the estoppel referenced in Test 44a and the asset summary report to determine if (i) the related lease is in full force and effect, subject to customary reservations of tenant’s rights, such as, without limitation, with respect to CAM and pass- through audits and verification of landlord’s compliance with co- tenancy provisions, or (ii) if there is no estoppel certificate, the property was underwritten as vacant. If the matters set forth in clause (i) or (ii) are so determined, it will be a Test pass.	Estoppel; Diligence File; Asset summary report


 


    	QQ-37



    	 



    


 


	Representations and Warranties	 	Test	Review Materials
	45. Appraisal. The mortgage file contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.	45a	Review the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 month of the Cut-off Date. If so determined, it will be a Test pass.	Appraisal
	45b	Review the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal
	45c	Review the appraisal to determine if it signed by an appraiser that was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, that the Mortgage Loan Seller had knowledge that the signing appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and that the appraiser’s compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	45d	Review the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	46. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related MLPA is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.	46a	Review the Mortgage Loan Schedule attached as an exhibit to the MLPA and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	46b	Compare the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they match. If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Pooling and Servicing Agreement
	47. Cross-Collateralization. No Mortgage Loan is cross collateralized or cross defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.	47	Except with respect to a Mortgage Loan that is part of a Whole Loan, review the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any 	Mortgage Loan Documents


 


    	QQ-38



    	 



    

 


	Representations and Warranties	 	Test	Review Materials
	 	 	other Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.	 
	48. Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	48a	Review the Collective Asset Status Reports for a notation or other indication that an advancement of funds (other than loan proceeds advanced at the time of loan origination) had been made by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the related Mortgagor or an affiliate, directly, indirectly for, or on account of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	48b	Review the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an affiliate, has an obligation to make any capital contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	49. Compliance with Anti Money Laundering Laws. Seller has complied in all material respects with all applicable anti money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. 	49a	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports


 



    	QQ-39



    	 



    








 


EXHIBIT
RR


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - WFCM 2016-C32





Email:  trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32



  


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


  


		1.	The
                                         undersigned is an authorized representative of [________________________].



  


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



  


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



  



    	Exhibit RR-1



    	 



    

 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]* 



  


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 


Dated:
_______ 


	 	 	 
	

[Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor]*

	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 








 


 









 


*     Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.

   



    	Exhibit RR-2



    	 



    



 


EXHIBIT
SS


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]




	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street, 14th Floor

    Charlotte, North Carolina  28202

    Attention:  WFCM 2016-C32 Asset Manager	National
    Cooperative Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention:  Kathleen Luzik, Chief Operating Officer

    Facsimile number (703) 647-3470

    Email:  kluzik@ncb.coop
	 	 
	Rialto
Capital Advisors, LLC

        790
NW 107th Avenue, 4th Floor

        Miami,
Florida 33172

        Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-C32)
	Pentalpha
Surveillance LLC

        375
N. French Road, Suite 100

        Amherst,
New York 14228

        Attention:
Don Simon, Chief Operating Officer

	 	 


		Attention:	Wells
                                         Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C32



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1.  _____An additional Mortgage Loan has become a Delinquent Loan.


 


2.  _____A Mortgage Loan has ceased to be a Delinquent Loan.


  


3. 
_____An Asset Review Trigger has ceased to exist.


 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit SS-1


    	 



    

 


	 	Wells
Fargo Bank, National Association, as Certificate Administrator       for the Holders of the Wells Fargo Commercial Mortgage Trust       2016-C32,
Commercial Mortgage Pass-Through Certificates, Series       2016-C32
	 	 
	 	 By:	
	 	 	[Name]
[Title]





 






    Exhibit SS-2


    	 



    

 


EXHIBIT
TT


 


FORM
OF NOTICE OF EXCHANGE OF CLASS A-3FL CERTIFICATES FOR CLASS A-3FX CERTIFICATES


 


NOTICE
OF EXCHANGE OF CLASS A-3FL CERTIFICATES

FOR CLASS A-3FX CERTIFICATES


 


[CERTIFICATE
REGISTRAR]

[DEPOSITOR]

[UNDERWRITERS]

[CERTIFICATE ADMINISTRATOR]

[SWAP COUNTERPARTY]


 


Ladies
and Gentlemen:


 


In
accordance with Section 5.09 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as Certificateholder or Certificate Owner, hereby notifies you of its intent to conduct an exchange of the Class
A-3FL Certificates (CUSIP: [________] (144A) / [________] (Reg S)) for Class A-3FX Certificates [(CUSIP: [________] (144A) / [________]
(Reg S))] in the amounts set forth below. We further confirm that all conditions required pursuant to Section 5.09 are satisfied
as of the Class A-3FL Exchange Date set forth below. Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Pooling and Servicing Agreement.


 


	Proposed Class A-3FL Exchange Date:	 
	 	 
	Intended initial Distribution Date after giving effect to such exchange:	 
	 	 
	Certificate Balance of Certificates to be exchanged: 	 
	 	 
	Certificate Balance of Class A-3FL Certificates prior to exchange:	 
	 	 
	Certificate Balance of Class A-3FL Certificates after exchange: 	 
	 	 
	Certificate Balance of Class of A-3FX Certificates prior to exchange:	 




 






    Exhibit TT-1


    	 



    

 





	Certificate Balance of Class of A-3FX Certificates after exchange:	 
	 	 
	Certificateholder’s Participant Number:	 




 


IN
WITNESS WHEREOF, the undersigned has executed this notice as of this [    ] day of [    ], 20[    ].


 





	 	 
	 	 
	[medallion
guaranty stamp] 	By:	 
	 	Name:
Title:


 


The
undersigned, as the Swap Counterparty under the Class A-3FL Swap Contract dated as of February 18, 2016, between the undersigned
and Wells Fargo Commercial Mortgage Trust 2016-C32, hereby consents to the proposed exchange of the Class A-3FL Certificates for
the Class A-3FX Certificates described above and acknowledges and agrees to the consequent reduction in the Class A-3FL Percentage
Interest and the Notional Amount under the Class A-3FL Swap Contract, in accordance with the terms of the Class A-3FL Swap Contract
and the Pooling and Servicing Agreement.


 


	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	 By:	
	 	 	Name:
Title:





 






    Exhibit TT-2


    	 



    

 


EXHIBIT
UU


 


CLASS
A-3FL SWAP CONTRACT


 


 



    Exhibit UU-1


    	 



    

 



(Multicurrency — Cross Border)


 


ISDA®


International Swap Dealers Association, Inc.


 


MASTER AGREEMENT


 



	dated as of   	   February 18, 2016	 





 




	WELLS
FARGO, NATIONAL ASSOCIATION	 	and	WELLS
FARGO COMMERCIAL MORTGAGE TRUST

2016-C32








 




have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.


 


Accordingly, the parties agree as follows:—


 


1.            Interpretation


 


(a)           Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.


 


(b)           Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.


 


(c)           Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.


 


2.            Obligations


 


(a)           General Conditions.


 


(i)       Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.


 


(ii)      Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.


 


(iii)     Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.


 


Copyright © 1992 by International Swap Dealers Association, Inc.






    	 



    	 



    

 


(b)          Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.



 


(c)           Netting. If on any date amounts would otherwise be payable:­—


 




(i)        in the same currency; and


 


(ii)       in respect of the same Transaction,


 


by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.


 


The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.


 


(d)          Deduction or Withholding for Tax.


 


(i)       
Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account
of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”)
will:—


 


(1)       promptly notify the other party (“Y”) of such requirement;


 


(2)      pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;


 


(3)       promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and


 


(4)       if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—


 


(A)   the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or


 


(B)   the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.


 



    	 	2	ISDA® 1992



    	 



    

 


(ii)     
Liability. If:—


 


(1)       X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);


 


(2)       X does not so deduct or withhold; and


 


(3)      a liability resulting from such Tax is assessed directly against X,


 


then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).


 


(e)          Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.


 


3.            Representations


 


Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—


 


(a)           Basic Representations.


 


(i)        Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;


 


(ii)       Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;


 


(iii)      No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;


 


(iv)     Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and


 


(v)      Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).


 



    	 	3	ISDA® 1992



    	 



    

 


(b)           Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.


 


(c)           Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.


 


(d)           Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.


 


(e)           Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.


 


(f)           Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.


 


4.            Agreements


 


Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—


 


(a)           Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—


 


(i)       any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;


 


(ii)      any other documents specified in the Schedule or any Confirmation; and


 


(iii)     upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,


 


in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.


 


(b)           Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.


 


(c)           Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.


 


(d)           Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.


 



(e)           Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,




 



    	 	4	ISDA® 1992



    	 



    

 


organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.


 


5.           Events of Default and Termination Events


 


(a)          Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—


 


(i)        Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;


 


(ii)      Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;


 


(iii)      Credit Support Default.


 


(1)       Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;


 


(2)       the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or


 


(3)      the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;


 


(iv)     Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;


 


(v)      Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);


 


(vi)     Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however


 



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described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);


 


(vii)     Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—


 


(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or


 


(viii)   Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:—


 


(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or


 


(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.


 


(b)          Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event


 



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Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—


 


(i)        Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—


 


(1)   to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or


 


(2)   to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;


 


(ii)       Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));


 


(iii)      Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);


 


(iv)     Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or


 


(v)       Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).


 


(c)           Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.


 



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6.             Early Termination


 


(a)           Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).


 


(b)           Right to Terminate Following Termination Event.


 


(i)        Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.


 


(ii)       Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.


 


If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).


 


Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.


 


(iii)     Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.


 


(iv)      Right to Terminate. If:—


 


(1)   a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or


 


(2)   an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,


 


either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then


 



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continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.


 


(c)           Effect of Designation.


 


(i)       If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.


 


(ii)      Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).


 


(d)           Calculations.


 


(i)        Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.


 


(ii)       Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.


 


(e)           Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.


 


(i)       Events of Default. If the Early Termination Date results from an Event of Default:—


 


(1)      First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.


 


(2)      First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.


 


(3)       Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the


 



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Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.


 


(4)       Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.


 


(ii)      Termination Events. If the Early Termination Date results from a Termination Event:—


 


(1)      One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.


 


(2)       Two Affected Parties. If there are two Affected Parties:—


 


(A)   if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and


 


(B)   if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).


 


If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.


 


(iii)     Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).


 


(iv)    Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.


 



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7.            Transfer


 


Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—


 


(a)          a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and


 


(b)          a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).


 


Any purported transfer that is not in compliance with this Section will be void.


 


8.            Contractual Currency


 


(a)           Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.


 


(b)           Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.


 


(c)           Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.


 


(d)           Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.


 



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9.           Miscellaneous


 


(a)          Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.


 


(b)          Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.


 


(c)          Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.


 


(d)          Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.


 


(e)          Counterparts and Confirmations.


 


(i)   This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.


 


(ii)   The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.


 


(f)           No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.


 


(g)          Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.


 


10.         Offices; Multibranch Parties


 


(a)          If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.


 


(b)          Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.


 


(c)          If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.


 


11.         Expenses


 


A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document


 



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to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.


 


12.         Notices


 


(a)          Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—


 


(i)        if in writing and delivered in person or by courier, on the date it is delivered;


 


(ii)       if sent by telex, on the date the recipient’s answerback is received;


 


(iii)     if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);


 


(iv)     if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or


 


(v)      if sent by electronic messaging system, on the date that electronic message is received,


 


unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.


 


(b)          Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.


 


13.         Governing Law and Jurisdiction


 


(a)          Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.


 


(b)          Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—


 


(i)       submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and


 


(ii)      waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.


 


Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 



(c)           Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any




 



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reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.


 


(d)           Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.


 


14.           Definitions


 


As used in this Agreement:—


 


“Additional Termination Event” has the meaning specified in Section 5(b).


 


“Affected Party” has the meaning specified in Section 5(b).


 


“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.


 


“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.


 


“Applicable Rate” means:—


 


(a)    in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;


 


(b)    in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;


 


(c)    in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and


 


(d)    in all other cases, the Termination Rate.


 


“Burdened Party” has the meaning specified in Section 5(b).


 


“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.


 


“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.


 


“Credit Event Upon Merger” has the meaning specified in Section 5(b).


 


“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.


 


“Credit Support Provider” has the meaning specified in the Schedule.


 


“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.


 



    	 	14	ISDA® 1992



    	 



    

 


“Defaulting Party” has the meaning specified in Section 6(a).


 


“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).


 


“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.


 


“Illegality” has the meaning specified in Section 5(b).


 


“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).


 


“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.


 


“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.


 


“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.


 


“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have


 



    	 	15	ISDA® 1992



    	 



    

 


been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.


 


“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.


 


“Non-defaulting Party” has the meaning specified in Section 6(a).


 


“Office” means a branch or office of a party, which may be such party’s head or home office.


 


“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.


 


“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.


 


“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.


 


“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.


 


“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.


 


“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—


 


(a)    the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and


 


(b)    such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.


 


“Specified Entity” has the meanings specified in the Schedule.


 



    	 	16	ISDA® 1992



    	 



    

 


“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.


 


“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.


 


“Stamp Tax” means any stamp, registration, documentation or similar tax.


 


“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.


 


“Tax Event” has the meaning specified in Section 5(b).


 


“Tax Event Upon Merger” has the meaning specified in Section 5(b).


 


“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).


 


“Termination Currency” has the meaning specified in the Schedule.


 


“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.


 


“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.


 


“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.


 


“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market


 



    	 	17	ISDA® 1992



    	 



    

 


value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency, of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.


 


IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.


 



	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C32
	
(Name of Party)

	 	
(Name of Party)


	 	 	 
	By:	/s/ John Miechkowski	 	 	By: Wells Fargo Bank,
National Association, not in its individual capacity, but solely as Certificate Administrator
	 	Name: John Miechkowski	 	 	 	 	 
	 	Title:   Authorized Signatory	 	 	By:	/s/ Michael Baker	 
	 	Date:	 	 	 	Name: Michael Baker	 
	 	 	 	 	 	Title:   Assistant Vice President	 
	 	 	 	 	 	Date:	 





 




    	 	18	ISDA® 1992



    	 



    



 





(Multicurrency—Cross Border)


 


ISDA®



International Swap Dealers Association, Inc.


 


SCHEDULE

to the

Master Agreement


 


dated as of February 18, 2016


 


between


 


	WELLS FARGO BANK, NATIONAL ASSOCIATION	and	WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C32
	(“Party A”)	 	(“Party B”)


 


PART 1:  Termination
Provisions


 


		(a)	(i)  “Trust Agreement” means the Pooling and Servicing Agreement
dated as of February 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National
Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank,
N.A., as NCB master servicer and as NCB special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, Wells Fargo Bank, National Association, as certificate administrator and custodian, and Wilmington Trust, National Association,
as trustee, as amended, modified, supplemented, restated or replaced from time to time. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Trust Agreement.



 


		(ii)	“Class A-3FL Certificates”
means the Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class A-3FL, issued by Party B under the Trust
Agreement.



 


		(b)	“Specified Entity” means, in relation to Party A for the purpose
of:-



 





	Section 5(a)(v) (Default under Specified Transaction),	none;
	Section 5(a)(vi) (Cross Default),	none;
	Section 5(a)(vii) (Bankruptcy),	none; and
	Section 5(b)(iv) (Credit Event Upon Merger),	none;







 


in relation to Party B for the purpose
of:


 





	Section 5(a)(v) (Default under Specified Transaction)	none;
	Section 5(a)(vi) (Cross Default),	none;
	Section 5(a)(vii) (Bankruptcy),	none; and
	Section 5(b)(iv) (Credit Event Upon Merger),	none.







 






    	-1-



    	 



    

 


		(c)	“Specified Transaction” will have the meaning specified in Section 14.



 


		(d)	The “Breach of Agreement” provisions of Section 5(a)(ii) and the
“Misrepresentation” provisions of Section 5(a)(iv) will apply to Party A and will not apply
to Party B; the “Default under Specified Transactions” provisions of Section 5(a)(v) and the
“Cross Default” provisions of Section 5(a)(vi) will not apply to Party A or Party B.



 


		(e)	The “Credit Event Upon Merger” provisions of Section 5(b)(iv)



 


will not apply to Party A


 


will not apply to Party B.


 


		(f)	The “Automatic Early Termination” provision of Section 6(a)



 


will not apply to Party A


 


will not apply to Party B.


 


		(g)	Payments on Early Termination. For the purpose of Section 6(e):



 


		(i)	Market Quotation will apply.



 


		(ii)	The Second Method will apply.



 


		(iii)	Both Party A and Party B agree that any
amounts payable by Party B to Party A under Section 6(e), if any, in connection with any Event of Default or Termination
Event will be payable only from:



 


(x)          collections
on the Trust Estate (as defined below) payable in respect of the Class A-3FL Percentage Interest of the Class A-3FX Regular
Interest, and only from funds, if any, remaining in the Class A-3FL Sub-Account (as defined in the Trust Agreement) after
the payment in full of the entire Certificate Balance of the Class A-3FL Certificates and the payment in full of all amounts
payable or otherwise allocable to the Class A-3FL Certificates in accordance with the Trust Agreement, and


 


(y)         to
the extent Party B enters into a replacement interest rate swap contract after the termination of this Agreement and as a
condition of entering into such replacement interest rate swap contract, the replacement swap counterparty is obligated to make
a payment of an upfront amount, from any such upfront payment amount payable by a replacement swap counterparty, but solely to
the extent of any due and unpaid amounts payable by Party B to Party A under Section 6(e) (less any due and unpaid
amounts payable by Party A to Party B under this Agreement).


 


		(h)	“Termination Currency” means United States Dollars.



 


		(i)	Additional Termination Events. It shall be an Additional Termination Event, if Party B
fails to comply with Part 1(j) of this Schedule, in which event Party B shall be the sole Affected Party and all Transactions
shall be Affected Transactions.



 


		(j)	Amendments. Party B (i) shall deliver to Party A a copy of any proposed
amendment to the Trust Agreement, and (ii) hereby acknowledges that any amendment to the Trust Agreement (whether 



 






    	-2-



    	 



    

 





			or not this Agreement is specifically
referred to or identified therein) that could reasonably materially and adversely affect Party A shall be subject to Party A’s
prior written consent.




 


		(k)	Downgrade of Party A. If a Ratings Event (as defined below) shall occur and
be continuing with respect to Party A, then Party A shall, within 10 Local Business Days of such Ratings Event, (A) give
notice to Party B of the occurrence of such Ratings Event, and (B) at Party A’s option and sole expense, (x) transfer
Party A’s rights and obligations under this Agreement and all Confirmations related hereto to another party (such party
whose long term debt is being rated at least “A (low)” by DBRS (as defined below), or rated at least “A3”
by Moody’s (as defined below)), subject to Rating Agency Confirmation, and at the cost of Party A, or (y) post
Eligible Collateral on a mark-to-market basis to secure Party B’s exposure, if any, to Party A, and such Eligible
Collateral shall be provided in accordance with an ISDA Credit Support Annex to be entered into between Party A and Party B,
which will be attached hereto and made a part hereof within 10 Local Business Days of Party A’s election to post Eligible
Collateral. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to
Rating Agency Confirmation. Party A’s obligations to find an eligible transferee or to post Eligible Collateral under
such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to Party A.
For the purpose of this Part 1(k), a “Ratings Event” shall occur with respect to Party A if
the long-term senior unsecured deposit ratings of Party A cease to be at least “A (low)” by DBRS, Inc. or any
successor thereto (“DBRS”), and at least “A3” by Moody’s Investors Service, Inc. or
any successor thereto (“Moody’s”), to the extent such obligations are rated by DBRS or Moody’s.



 


The failure by Party A to
comply with the terms of this Part 1(k) following a Ratings Event shall constitute an Additional Termination Event for which
Party A shall be the sole Affected Party.


 


		(l)	Failure to Pay or Deliver. Section 5(a)(i) is hereby deleted in its entirety
and replaced with the following:



 


“Failure to Pay or Deliver.
Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required
to be made by it if such failure is not remedied on or before 11:00 a.m., New York time, on the Business Day after notice
of such failure is given to the party.”


 


		(m)	Bankruptcy. The provisions of Section 5(a)(vii) will apply to Party A and
will apply to Party B, except that the following provisions of Section 5(a)(vii) shall not apply with respect to Party B:
(2), (3) (to the extent it refers to any assignment, arrangement or composition that is effected pursuant to the Trust Agreement),
(6) (to the extent that such provisions refer to any appointment contemplated or effected by the Trust Agreement or any appointment
to which Party B has not become subject), (7) and (9); provided further that, with respect to Party B only, (x) Section 5(a)(vii)(4)
is hereby amended by adding after the words “against it” the words “(excluding any proceeding or petition instituted
or presented by Party A or its Affiliates)” and (y) Section 5(a)(vii)(8) is hereby amended by deleting the words
“to (7) (inclusive)” and inserting in lieu thereof “, (3) as amended, (4) as amended, (5) and (6) as amended”.



 


PART 2:  Tax
Representations


 


		(a)	Payer Tax Representations. For the purpose of Section 3(e) of this Agreement,
Party A and Party B will make the following representation:



 






    	-3-



    	 



    

 


It is not required by any applicable
law, as modified by the practice of any relevant governmental revenue authority of any Relevant Jurisdiction to make any deduction
or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of
this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (x) the
accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (y) the satisfaction
of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (z) the satisfaction of the
agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of
this representation where reliance is placed on clause (y) and the other party does not deliver a form or document under Section 4(a)(iii)
by reason of material prejudice to its legal or commercial position.


 


		(b)	Payee Tax Representations. For the purpose of Section 3(f) of this Agreement,
Party A and Party B will make the following representations specified below, if any: None.



 


PART 3:  Agreement
to Deliver Documents


 


For the purpose of Section 4(a)(i)
and (ii) of this Agreement, each party agrees to deliver the following documents:


 


		(a)	Tax forms, documents or certificates to be delivered are:



 


	
        Party
required to deliver 

document
	
        Form/Document/Certificate 
	
        Date
by which to be 

delivered 

	Party A and Party B	A correct, complete and executed United States Internal Revenue Service Form W-9 (or any successor thereto).	(i) Upon
    execution of this Agreement, (ii) promptly upon learning that any such form previously provided has become obsolete or
    incorrect and (iii) promptly upon reasonable request of the other party.



 

		(b)	Other documents to be delivered are:



 


	
        Party
required to 

deliver document 
	
        Form/Document/Certificate 
	
        Date
by which to be 

delivered 
	
        Covered
by 

Section 3(d) 

Representation 

	Party B	The Distribution Date Statement and copies of any other reports or notices delivered to the Holders of the Class A-3FL Certificates pursuant to the Trust Agreement	As soon as available	Yes
	Party B	Certified copies of all corporate authorizations and any other documents with 	Upon execution and delivery of this Agreement	Yes



 






    	-4-



    	 



    

 


	
        Party
required to 

deliver document 
	
        Form/Document/Certificate 
	
        Date
by which to be 

delivered 
	
        Covered
by 

Section 3(d) 

Representation 




	 	 respect to the execution, delivery and performance of this Agreement and the Trust Agreement	 	 
	Party A and Party B	Certificate of authority and specimen signatures of individuals executing this Agreement, and any Confirmations	Upon execution and delivery of this Agreement and thereafter upon request of the other party	Yes
	Party A and Party B	Opinion of Counsel	Upon execution and delivery of this Agreement	No


 


PART 4:  Miscellaneous


 


		(a)	Address for Notices. For the purpose of Section 12(a) of this Agreement:–



 


Address for notice or communications to Party A:



Wells Fargo Bank, N.A.

550 South Tryon Street, 5th Floor

MAC D1086-051

Charlotte, North Carolina 28202

Attention: Derivatives Documentation Manager

Telephone No.: 704-410-2040

Facsimile No.: 704-410-0202


 


With a copy to:


 


Wells Fargo Bank, N.A.

45 Fremont Street, 30th Floor

MAC A0194-300

San Francisco, California 94105

Attention: Derivatives Documentation Manager

Facsimile No.: 877-564-8524


 






    	-5-



    	 



    

 


Address for notice or communications to Party B:



Wells Fargo Commercial Mortgage Trust 2016-C32

c/o Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) Wells Fargo Commercial Mortgage Trust 2016-C32

Telephone No.: (410) 884-2000

Facsimile No.: (410) 997-9615

Email Address: cts.cmbs.bond.admin@wellsfargo.com


 


		(b)	Process Agent. For the purpose of Section 13(c):



 


Party A appoints as its
Process Agent: Not applicable.


 


Party B appoints as its
Process Agent: Not applicable.


 


		(c)	Offices. The provisions of Section 10(a) will apply to this Agreement.



 


		(d)	Multibranch Party. For the purpose of Section 10 of this Agreement:–



 


Party A is not a Multibranch
Party.


 


Party B is not a Multibranch
Party.


 


		(e)	Calculation Agent. The Calculation Agent is Party B.



 


		(f)	Credit Support Document. Details of any Credit Support Document:-



 


Party A agrees that only
the amounts with respect to the Class A-3FL Certificates on deposit in the Class A-3FL Sub-Account (as such terms are
defined in the Trust Agreement) held by the Certificate Administrator under the Trust Agreement (such amounts, the “Trust
Estate”) shall constitute security, on a limited recourse basis as described below, for the obligations of Party B
to Party A under this Agreement.


 


Party A agrees that any
ISDA Credit Support Annex entered into between Party A and Party B pursuant to Part 1(k) hereof shall be a Credit
Support Document for purposes of this Agreement.


 


		(g)	Credit Support Provider.



 


Credit Support Provider means
in relation to Party A:         Not applicable.


 


Credit Support Provider means
in relation to Party B:         Not applicable


 


		(h)	Governing Law and Jurisdiction. To the extent not otherwise preempted by U.S. Federal
law, this Agreement will be governed by and construed in accordance with the law of the State of New York (without giving effect
to any provision of New York law that would cause another jurisdiction’s laws to be applied) Section 13(b) of the Agreement
is hereby amended by (i) deleting the word “non-exclusive” appearing in paragraph (i) thereof and substituting
therefor the 



 






    	-6-



    	 



    

 


			word “exclusive” and (ii)
deleting the last sentence of Section 13(b) and substituting therefor the following sentence:




 


“Nothing
in this Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of
New York or the United States District Court located in the Borough of Manhattan in New York City lacks jurisdiction over the parties
or the subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B)
the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate
any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are
commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over
that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan,
such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in another
jurisdiction by or against the other party or against its property, assets or estate (including, without limitation, any suit,
action or proceeding described in Section 5(a)(vii)(4) of this Agreement), and, in order to exercise or protect its rights,
interests or remedies under this Agreement, the party (1) joins, files a claim, or takes any other action, in any such suit, action
or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or
proceeding having commenced in that other jurisdiction.”


 


		(i)	Netting of Payments. Section 2(c)(ii) of this Agreement shall apply.



 


		(j)	“Affiliate” will have the meaning specified in Section 14 of this
Agreement.



 


PART 5:  Other
Provisions


 


		(a)	Recording of Conversations. Each party and any of its Affiliates may electronically
record any of its telephone conversations with the other party or with any of the other party’s Affiliates in connection
with this Agreement or any Transaction, and any such recordings may be submitted in evidence in any proceeding to establish any
matters pertinent to this Agreement or any Transaction.



 


		(b)	Furnishing Specified Information. Section 4(a)(iii) is hereby amended by inserting
“promptly upon the earlier of (i)” in lieu of the word “upon” at the beginning thereof and inserting “or
(ii) such party learning that the form or document is required” before the word “any” on the first line thereof.



 


		(c)	Notice by Facsimile Transmission. Section 12(a) is hereby amended by inserting
the words “2(b),” between the word “Section” and the number “5” and inserting the words “or
13(c)” between the number “6” and the word “may” in the second line thereof.



 


		(d)	Section 3 is revised so as to add the following Sections (g), (h), (i) and (j) at
the end thereof:



 


“(g) Non-Reliance.
For any Relevant Agreement: (i) it acts as principal and not as agent, (ii) it acknowledges that the other party acts
only arm’s length and is not its agent, broker, advisor or fiduciary in any respect, and any agency, brokerage, advisory
or fiduciary services that the other party (or any of its affiliates) may otherwise provide to the party (or to any of its affiliates)
excludes the Relevant Agreement, (iii) it is relying solely upon its own evaluation of the Relevant Agreement (including the
present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal, or otherwise)
and upon advice from its own professional


 



    	-7-



    	 



    

 


advisors, (iv) it understands the Relevant Agreement and those risks, has determined
they are appropriate for it, and willingly assumes those risks, (v) it has not relied and will not be relying upon any evaluation
or advice (including any recommendation, opinion, or representation) from the other party, its affiliates or the representatives
or advisors of the other party or its affiliates (except representations expressly made in the Relevant Agreement or an opinion
of counsel required thereunder), and (vi) if a party is acting as a Calculation Agent or Valuation Agent, it does so not as
the other party’s agent or fiduciary, but on an arm’s-length basis for the purpose of performing an administrative
function in good faith.


 


“Relevant Agreement”
means this Agreement, each Transaction, each Confirmation, any Credit Support Document, and any agreement (including any amendment,
modification, transfer or early termination) between the parties relating thereto or to any Transaction.


 


(h) Eligibility. It is
an “eligible contract participant” within the meaning of the Commodity Exchange Act.


 


(i) FDIC Requirements.
If it is a bank subject to the requirements of 12 U.S.C. § 1823(e), its execution, delivery and performance of this
Agreement (including the Credit Support Annex and each Confirmation) have been approved by its board of directors or its loan committee,
such approval is reflected in the minutes of said board of directors or loan committee, and this Agreement (including the Credit
Support Annex and each Confirmation) will be maintained as one of its official records continuously from the time of its execution
(or in the case of any Confirmation, continuously until such time as the relevant Transaction matures and the obligations therefor
are satisfied in full).


 


(j) ERISA. This Agreement
and the Transactions contemplated hereby will not constitute a non-exempt prohibited transaction under the Employee Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.”


 


		(e)	Waiver of Right to Trial by Jury. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.



 


		(f)	Non-Petition. Party A hereby agrees that it will not, prior to the date which
is one year and one day after all the classes of rated Certificates issued by Party B pursuant to the Trust Agreement have
been paid in full, acquiesce, petition or otherwise invoke or cause Party B to invoke the process of any court or governmental
authority for the purpose of commencing or sustaining a case against Party B under any federal or state bankruptcy, insolvency
or similar law or for the purpose of appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official for Party B or any substantial part of the property of Party B, or for the purpose of ordering the winding up
or liquidation of the affairs of Party B. Nothing herein shall prevent Party A from participating in any such proceeding
once commenced.



 


		(g)	Limited Recourse. The obligations of Party B under this Agreement are limited
recourse obligations of Party B, payable solely from amounts remaining in the Trust Estate after payment in full of all amounts
due to the Class A-3FL Certificates, subject to and in accordance with the terms of the Trust Agreement. No recourse shall
be had for the payment of any amount owing in respect of this Agreement against the trustee, certificate administrator or paying
agent, or any officer, member, director, employee, security holder or incorporator thereof (each, an “Affiliated Person”)
of Party B or its successors or assigns, or from amounts payable in respect of any other 



 






    	-8-



    	 



    

 





			class of certificates or any other party
in accordance with the terms of the Trust Agreement, for any amounts payable under this Agreement. Upon application of the Trust
Estate in accordance with the Trust Agreement, Party A shall not be entitled to take any further steps against Party B
to recover any sums due but still unpaid hereunder or thereunder, and all claims by Party A against Party B hereunder
and/or under the Trust Agreement shall be extinguished.




 


		(h)	Limitation of Liability. It is expressly understood and agreed by the parties hereto
that (a) this Agreement and any Questionnaire is executed and delivered with respect to Party B by Wells Fargo Bank,
N.A. (“Wells Fargo”), not individually or personally but solely as the certificate administrator, in
the exercise of the powers and authority conferred and vested in it, (b) the representations, undertaking and agreements herein
made on the part of Party B are made and intended not as personal representations, undertakings and agreements by Wells Fargo
but are made and intended for the purpose of binding only Party B, (c) nothing herein contained shall be construed as
creating any liability on Wells Fargo, individually or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties who are signatories to this Agreement and by any person
claiming by, through or under such parties and (d) under no circumstances shall Wells Fargo be personally liable for the payment
of any indebtedness or expenses of Party B or be liable for the breach or failure of any obligation, representation, warranty
or covenant made or undertaken by Party B under this Agreement, the Confirmation, or any Questionnaire.



 


		(i)	Transfer. Section 7 of the Agreement is supplemented by the additional requirement
that any transfer or assignment by Party A of its obligations under the Agreement (including any Confirmation), and any amendments
to the Agreement (including any Confirmation), shall be subject to Rating Agency Confirmation.



 


		(j)	The Class A-3FL Sub-Account Distribution Priority of Payments. Each of Party A
and Party B acknowledge and agree that the payments by Party B to Party A will be governed by the following terms:



 


(a)          On each Distribution Date, for so long as the Certificate Balance of the Class A-3FL Certificates has not been reduced
to zero, to the extent of amounts allocated to the Class A-3FL Sub-Account in accordance with the Trust Agreement and amounts
received from Party A, after remitting any Class A-3FL Net Swap Payment payable to Party A on such Distribution Date
pursuant to the Trust Agreement, the Certificate Administrator shall make distributions from the Class A-3FL Sub-Account in
the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 


First,
to the Holders of the Class A-3FL Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class for such Distribution Date;


 


Second,
to the Holders of the Class A-3FL Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Class A-3FL
Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-3FL Certificates has been reduced
to zero;


 


Third,
to the Holders of the Class A-3FL Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to the Class A-3FL Certificates (as a result of the allocation of Realized Losses to the Class A-3FX Regular Interest), plus interest
on that amount at the Pass-Through Rate for the Class A-3FL Certificates (as a result of the allocation of interest on unreimbursed
Realized Losses to the Class A-3FX Regular Interest compounded


 



    	-9-



    	 



    

 


monthly from the date the related Realized Loss was allocated to
the Class A-3FX Regular Interest);


 


Fourth,
after the Certificate Balance of the Class A-3FL Certificates has been reduced to zero and all other amounts (including reimbursements
of Realized Losses or Interest Shortfalls) have been paid to the Class A-3FL Certificates, solely from amounts payable to
such Class of Certificates in respect of the Class A-3FL Percentage Interest of interest payments distributed on the Class A-3FX
Regular Interest, to Party A in respect of any termination payments then due to Party A under this Agreement; and


 


Fifth,
any remaining amount in the Class A-3FL Sub-Account to the Holders of the Class A-3FL Certificates.


 


(b)          On
each Distribution Date with respect to which a Class A-3FL Swap Conversion Event has not occurred, the Certificate Administrator
shall distribute to Party A amounts deposited in the Class A-3FL Sub-Account in respect of Yield Maintenance Charges
and Prepayment Premiums; provided, that on each Distribution Date with respect to which a Class A-3FL Swap Conversion
Event has occurred and is continuing, the Certificate Administrator shall distribute amounts on deposit in the Class A-3FL
Sub-Account in respect of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-3FL Certificates.


 


		(k)	Set-off. Party A and Party B hereby waive any and all right of set-off
with respect to any amounts due under this Agreement or any Transaction, provided that nothing herein shall be construed to waive
or otherwise limit the netting provisions contained in Sections 2(c)(ii) and 6(e) of this Agreement.



 


		(l)	Dodd-Frank.
                                         This provision shall apply if Party B has indicated that it is a U.S. person.  In
                                         order to comply with certain obligations pursuant to the Dodd-Frank Wall Street Reform
                                         and Consumer Protection Act (“Dodd-Frank”) and the rules, regulations,
                                         orders and interpretations that are published or issued by the U.S. Commodities Futures
                                         Trading Commission to implement Dodd-Frank, the parties agree that the provisions of
                                         the August 2012 DF Protocol and the March 2013 DF Protocol are incorporated into and
                                         apply to this Agreement with the same effect as if the parties had complied with the
                                         provisions of Section 2 of the respective Protocol Agreement. In this respect, references
                                         in such protocol to the “Protocol Covered Agreement” will be deemed to be
                                         references to this Agreement, Party A and Party B will be deemed to be Matched PCA Parties,
                                         and the term “the parties”, as used in such protocol, shall be construed
                                         as referring to Party A and Party B.  The “August 2012 DF Protocol”
                                         shall mean the ISDA August 2012 DF Protocol Agreement, published by the International
                                         Swaps and Derivatives Association, Inc. (“ISDA”) on August
                                         13, 2012, the ISDA August 2012 DF Supplement, the ISDA August 2012 DF Protocol Questionnaire,
                                         and any addenda thereto, all such documents, as amended, restated or modified prior to
                                         the date of this Agreement. The “March 2013 Protocol” shall
                                         mean the ISDA March 2013 DF Protocol Agreement, published by the ISDA on March 22, 2013,
                                         the ISDA March 2013 DF Supplement, the ISDA March 2013 DF Protocol Questionnaire (the
                                         “March 2013 DF Protocol Questionnaire”; and together with the August
                                         2012 DF Protocol Questionnaire, the “Questionnaires”)), and any addenda
                                         thereto, all such documents, as amended, restated or modified prior to the date of this
                                         Agreement. Capitalized terms used in this Part 5(l) and not defined herein shall have
                                         the respective meanings given to them in the August 2012 DF Protocol and the March 2013
                                         DF Protocol, respectively.



 


The parties agree that the responses
to the respective Questionnaires of the August 2012 DF Protocol shall be attached as an Annex to this Schedule to the Agreement,
and such responses


 



    	-10-



    	 



    

 


 shall supplement and form a part of the Agreement. In addition, if one or more Designated Evaluation Agents,
Designated QIRs or Designated Fiduciaries is identified in the Questionnaire, each such Designated Evaluation Agent, Designated
QIR or Designated Fiduciary, as the case may be, must countersign the Questionnaire where required.


 


Party B represents to Party A
as of the date of this Agreement and on each date on which a Transaction is entered into, that Party B is a U.S. person.


 


Party A represents to Party B
as of the date of this Agreement and on each date on which a Transaction is entered into, that Party A is either a swap dealer
or a major swap participant (as defined in Section 1(a) of the Commodity Exchange Act).


 


		(m)	Withholding Tax imposed on payments to non-US counterparties under the United States Foreign
Account Tax Compliance Act. “Tax” as used in Part 2(a) of this Schedule (Payer Tax Representation) and “Indemnifiable
Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant
to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future
regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal
or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with
the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt,
a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section
2(d) of this Agreement.



 






    	-11-



    	 



    

 





	 	 	 	 	 
	Accepted and agreed:	 	 	 
	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-C32
	 	 	 	 	 
	 	 	 	By:	Wells Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator
	 	 	 	 	 
	By:	/s/ John Miechkowski	 	By:	/s/ Michael Baker
	 	Name: John Miechkowski	 	 	Name: Michael Baker
	 	Title:   Authorized Signatory	 	 	Title:   Assistant Vice President




 


WFCM
2016-C32 — Schedule to ISDA Master Agreement


 



    	 



    	 



    


 



CONFIRMATION FOR U.S. DOLLAR INTEREST
RATE SWAP

TRANSACTION UNDER 1992 MASTER AGREEMENT


 


	Date:	February 18, 2016	Our Ref:	19288147
	To:	
        Wells Fargo Commercial Mortgage Trust

2016-C32

c/o Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

        Email Address: cts.cmbs.bond.admin@wellsfargo.com
	From:	Wells Fargo Bank, National Association

550 South Tryon Street, 5th Floor

MAC D1086-051 

Charlotte, North Carolina 28202
	Attn:	Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust 

2016-C32 (Class A-3FL Certificates)	Attn:	Derivatives Documentation Manager
	Fax No:	(443) 542-6156	Fax No:	(704) 383-9139
	Tel No:	(410) 884-2000	Tel No:	(704) 383-4599


 


Dear Sir/Madam,


 


The purpose of this letter
agreement is to confirm the terms and conditions of the Transaction entered into between Wells Fargo Commercial Mortgage
Trust 2016-C32 and Wells Fargo Bank, National Association (each a “party” and together “the
parties”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes
a “Confirmation” as referred to in the ISDA Master Agreement specified in paragraph 1 below (the “Agreement”).


 


The definitions and provisions
contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the “Definitions”)
are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this
Confirmation will govern. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Definitions
or the Trust Agreement referred to below under “Credit Support Documents.”


 


1.          This Confirmation supplements,
forms part of, and is subject to, the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (including the Schedule thereto)
dated as of February 18, 2016, as amended and supplemented from time to time (the “Agreement”), between the
parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.


 


In this Confirmation “Party A”
means Wells Fargo Bank, National Association and “Party B” means Wells Fargo Commercial Mortgage Trust
2016-C32 (the trust established pursuant to the Trust Agreement, as defined herein).


 


2.          The
terms of the particular Transaction to which this Confirmation relates are as follows: 


 


	 	 Notional Amount:	For each Calculation Period, the Certificate Balance (as defined in the Trust Agreement) of the Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class A-3FL Certificates, issued by Party B under the Trust Agreement, as of the Distribution Date (as defined in the Trust Agreement), prior to the application of amounts on such Distribution Date occurring in such Calculation Period, except that the Notional Amount for the Initial Calculation Period shall be the initial Certificate Balance of the Commercial Mortgage Pass-Through Certificates, Series 2016-C32, Class A-3FL Certificates.  For the avoidance of doubt, on the Effective Date, the Notional Amount is equal to $75,000,000.



 



    	 	 	 



     


    




 


	 	Trade Date:	February 18, 2016
	 	 	 
	 	Effective Date:	
        February 1, 2016, with respect to the Fixed
        Amounts

         

        February 18, 2016, with respect to the Floating
        Amounts

         

	 	Termination Date:	The earlier of:  (a) the Rated Final Distribution Date (as defined in the Trust Agreement) in January 2059; or (b) the Distribution Date upon which the Notional Amount hereunder has been reduced to zero (for the avoidance of doubt, any such Distribution Date as adjusted in accordance with the provisions of the Trust Agreement).
	 	 	 
	 	Initial Accrued Interest Payment by Party A to the Depositor:	$121,266.67 to be paid on February 18, 2016.
	 	 	 
	 	Initial Bond Premium Payment by Party A to the Depositor:	$1,495,425.00 to be paid on February 18, 2016.
	 	 	 
	     Fixed Amounts:	 
	 	 
	 	Fixed Rate Payer:	Party B
	 	 	 
	 	Fixed Rate Payer Payment Dates:	The related Distribution Date, beginning on March 17, 2016 and ending on the Termination Date (for the avoidance of doubt, any such Distribution Date as adjusted in accordance with the provisions of the Trust Agreement).
	 	 	 
	 	Fixed Rate:	3.4240% per annum
	 	 	 
	 	Fixed Rate Day Count Fraction:	30/360
	 	 	 
	 	Initial Fixed Rate Calculation Period:	From and including February 1, 2016, through and including February 29, 2016.
	 	 	 
	 	Fixed Amount:	For each Payment Date in respect of a Fixed Rate Calculation Period, the lesser of:  (1) the sum of (I) the product of (a) the Fixed Rate, (b) the Fixed Rate Day Count Fraction and (c) the Notional Amount for such Fixed Rate Calculation Period, and (II) the product of (a) the Class A-3FL Percentage Interest and (b) the amount of Interest Shortfall in respect of the Class A-3FX Regular Interest for such Distribution Date (the “Regular Fixed Amount”), and (2) the amount of funds available for such payment under the Trust Agreement (the “Available Fixed Amount”).
	 	 	 
	 	Fixed Rate Payer Period End Dates:	The first day of each calendar month (subject to No Adjustment).



 



    	2



    	 



    

 


 


	 	Fixed Rate Calculation Period:	For each Payment Date, the calendar month preceding such Payment Date during the Term of this Transaction, except that the final Fixed Rate Calculation Period will end on, and include, the last day of the calendar month preceding the Termination Date.
	 	 	 
	 	Additional Fixed Amount I:	For any Payment Date on which no continuing payment default exists on the part of Party A, the amount equal to the product of (1) the Class A-3FL Percentage Interest and (2) any Yield Maintenance Charges and Prepayment Premiums (each as defined in the Trust Agreement) paid in respect of the Class A-3FX Regular Interest on the related Distribution Date under the Trust Agreement.
	 	 	 
	 	Additional Fixed Amount II:	
        For any Payment Date, the amount equal to
        the product of (1) the Class A-3FL Percentage Interest and (2) any Recovered Interest Amounts (as defined below)
        paid in respect of the Class A-3FX Regular Interest on the related Distribution Date under the Trust Agreement.

         

        “Recovered Interest Amount”
means, with respect to Realized Losses reimbursed to the Class A-3FX Regular Interest pursuant to the Trust Agreement, interest
on such amount at the Pass-Through Rate for such Class A-3FX Regular Interest compounded monthly from the date the related Realized
Loss was allocated to such Class.

	 	 	 
	     Floating Amounts:	 
	 	 	 
	 	Floating Rate Payer:	Party A
	 	 	 
	 	Floating Rate Payer Payment Dates:	The Business Day immediately prior to the related Distribution Date, beginning on the Business Day immediately prior to March 17, 2016, and ending on the Business Day immediately prior to the Termination Date (for the avoidance of doubt, any such Distribution Date as adjusted in accordance with the provisions of the Trust Agreement).
	 	 	 
	 	Floating Rate:	LIBOR plus the Spread.
	 	 	 
	 	Floating Rate Option:	LIBOR, as defined and calculated under the Trust Agreement, provided that for the Initial Floating Rate Calculation Period, the Floating Rate Option shall be 0.42950% (exclusive of the Spread).
	 	 	 
	 	Spread:	1.4200%
	 	 	 
	 	Floating Rate Day Count Fraction:	Actual/360
	 	 	 
	 	Floating Rate Calculation Period:	For each Payment Date, the period from and including the Distribution Date in the preceding calendar month (or the Closing Date (as defined in the Trust Agreement) in the case of the Initial Floating Rate Calculation Period) to, but excluding, the related Distribution Date, except that the final Calculation Period will end on, but exclude, the Termination Date.
	 	 	 
	 	Initial Floating Rate Calculation Period:	From and including the Closing Date to, but excluding, March 17, 2016.



 



    	3



    	 



    

 


	 	Floating Amount:	For each Payment Date in respect of a Floating Rate Calculation Period, the greater of (1) zero and (2) an amount equal to (i) the sum of (I) the product of (a) the Floating Rate, (b) the Floating Rate Day Count Fraction and (c) the Notional Amount for such Floating Rate Calculation Period, and (II) to the extent not previously paid, the amount of interest distributable to the Class A-3FL Certificates for all previous Distribution Dates, minus (ii) the excess of (I) the Regular Fixed Amount for such Payment Date over (II) the Available Fixed Amount for such Payment Date.
	 	 	 
	 	Additional Floating Amount:	
        For any Fixed Rate Payer Payment Date on
        which an Additional Fixed Amount II is payable to Party A, the amount, payable by Party A on the related Floating
        Rate Payer Payment Date, equal to the sum, for each portion of any Floating Rate Calculation Period during the Related Floating
        Rate Calculation Period, of the product of (a) the Applicable Floating Rate, (b) the Floating Rate Day Count Fraction
        and (c) the Additional Notional Amount for each Related Floating Rate Calculation Period, where for purposes of calculating
        the Additional Floating Amount:

         

        (1) the “Applicable Floating Rate”
        shall be determined by reference to the applicable Floating Rate(s) determined for each Floating Rate Calculation Period during
        the Related Floating Rate Calculation Period;

         

        (2) the “Additional Notional Amount”
        shall be an amount equal to the amount of the increase (or portion thereof applicable to each Related Floating Rate Calculation
        Period) to the Certificate Balance of the Class A-3FL Certificates related to such Additional Fixed Amount II; and

         

        (3) the “Related Floating
Rate Calculation Period” shall be from and including the Distribution Date on which the related Realized Losses were allocated
to the Class A-3FX Regular Interest to but excluding the Distribution Date on which the Certificate Balance of the Class A-3FL
Certificates was increased by an amount equal to the Additional Notional Amount.

	 	 	 
	 	Business Days:	As defined in the Trust Agreement.
	 	 	 
	 	Calculation Agent:	Party B
	 	 	 
	 	Netting:	For the avoidance of doubt, for purposes of Section 2(c) of the Agreement, any amounts payable by the Floating Rate Payer on a Floating Rate Payer Payment Date, and by the Fixed Rate Payer on the related Fixed Rate Payer Payment Date, shall be netted even though such dates would otherwise be different, and the party with the larger aggregate amount shall make the net payment on such party’s applicable Payment Date.


3.          Recording of Conversations


 


Each party to this Transaction
acknowledges and agrees to the tape recording of conversations between the parties to this Transaction whether by one or other
or both of the parties or their agents, and that any 


 



    	4



    	 



    

 


such tape recordings may be
submitted in evidence in any Proceedings relating to the Agreement and/or this Transaction.


 


	4.	Credit Support Documents:	With respect to Party B, the Pooling and Servicing Agreement dated as of February 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as certificate administrator and custodian, and Wilmington Trust, National Association, as trustee, as amended, modified, supplemented, restated or replaced from time to time  (the “Trust Agreement”).
	5.	Account Details:	 
	 	 	 
	 	Account for payments to

Party A:	Name:  Wells Fargo Bank, N.A.

ABA:  121000248

Acct #:  01014894464228

Attn:  Derivatives Desk

Trade Ref:  19288147
	 	 	 
	 	Account for payment of Initial Accrued Interest Payment and Initial Bond Premium Payment:	Name:  The Bank of New York Mellon

ABA:  021000018

Account Name: Wells Fargo Securities, LLC

Account:  GLA 111569 WCF

Re: Syndicate Operations

Reference:  WFCM 2016-C32 
	 	 	 
	 	Account for payments to

Party B:	Name:  Wells Fargo Bank, N.A.

ABA:  121-000-248

Acct#:  3970771416

Account Name:  Distribution Account

Further Credit to:  84513700

Ref.:  WFCM 2016-C32 Distribution Account




	6.	Offices:	 
	 	 	 
	 	The Office of Party A for this Transaction is:	Charlotte, NC
	 	 	 
	 	The Office of Party B for this Transaction is:	Columbia, MD
	 	 	 
	7.	It is understood and agreed by Party A and Party B that the duties of Party B hereunder shall, pursuant to the Trust Agreement, be performed by or at the direction of Wells Fargo Bank, N.A. in its capacity as Certificate Administrator thereunder.
	 	 
	8.	Eligibility: 
	 	 
	 	Each
    party represents that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act
    (7 U.S.C. § 1 et seq), as amended by the Dodd Frank Wall Street Reform and Consumer Protection Act and as modified by
    17 C.F.R. § 1.3(m). The ISDA Non-ECP Guarantor Exclusionary Terms available here: http://www2.isda.org/functional-areas/legal-and-documentation/standard-terms (“Exclusionary Terms”) are incorporated by reference in this Confirmation and apply to the entry into this
    Transaction by the parties within the meaning of §2(e) of the Commodity Exchange Act. For the


 



    	5



    	 



    

 


	 	avoidance of doubt, the Exclusionary Terms will not apply, in respect of any guarantor, to any unwind, termination, transfer or other disposition of this Transaction, whether in whole or in part, to the extent this Transaction is lawfully guaranteed by such guarantor, whether or not such guarantor is an ECP (as defined in the Exclusionary Terms) when such unwind, termination, transfer or other disposition is agreed or effected.






 


Please confirm that the foregoing correctly sets forth the terms
and conditions of our agreement by responding within three (3) Business Days by returning via telecopier an executed copy
of this Confirmation to the attention of Derivatives Documentation Group (fax no. (704) 383-0575).


 



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Failure to respond within such period shall
not affect the validity or enforceability of this Transaction, and shall be deemed to be an affirmation of the terms and conditions
contained herein, absent manifest error.


 


	Accepted and confirmed as of the date first

written:	 
	 	 
	Wells Fargo Bank, National Association	Wells Fargo Commercial Mortgage Trust 2016-C32



 


	 	By:Wells Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator


 


	By:	/s/ Anna Davenport	 	By:	/s/ Michael Baker
	 	Name: Anna Davenport	 	 	Name: Michael Baker
	 	Title:   Authorized Signatory	 	 	Title:   Assistant Vice President






 


WFBNA Ref.: 19288147


 


WFCM 2016-C32
- A-3FL Swap Confirmation 


 



    	 



    	 



    

 











 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	10
                                         South LaSalle Street



 


		2.	Marriott
                                         Melville Long Island



 


		3.	Chicago
                                         Industrial Portfolio I



 


		4.	Maple
                                         Plaza Housing Development Fund Corporation



 


		5.	711
                                         Shore Road Owners Corp.



 


		6.	440
                                         East 79th Street Owners Corp.



 


		7.	505
                                         Central Avenue Corp.



 


		8.	65
                                         West 95th Owners Corp.



 


		9.	Colorado
                                         Owners, Inc.



 


		10.	Congress
                                         Owners, Ltd.



 


		11.	24535
                                         Owners Corp.



 


		12.	333
                                         Bronx River Tenants Corp.



 


		13.	Linden
                                         Hill No. 2 Cooperative Corp.



 


		14.	Grinnell
                                         Housing Development Fund Corporation



 


		15.	Pelhamdale
                                         Manor Corp.



 


		16.	Southridge
                                         Cooperative, Section 3, Inc. a/k/a Southridge Cooperative Section 3, Inc.



 


		17.	3050
                                         Fairfield Avenue Owners Corp.



 


		18.	135
                                         Willow Owners Corp.



 


		19.	16
                                         Canterbury Corp.



 


		20.	Hampton
                                         House Tenants Corp.



 


		21.	90
                                         Eighth Avenue Housing Co., Inc.



 


		22.	Barclay
                                         Plaza Owners, Inc.



 


		23.	Fairfax
                                         House Owners, Inc.



 






    Schedule 1-1


    	 



    

 


		24.	East
                                         Hampton Mews Tenants Corp.



 


		25.	Gramatan
                                         Court Apartments, Inc.



 






    Schedule 1-2


    	 



    

 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


  


See
Annex E to the Prospectus.


 






    Schedule 2-1


    	 



    

 


Schedule
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves exceeding 10% of the
initial principal balance


 


None.


 






    Schedule 3-1