Exhibit 4.1


 


 





EXECUTION VERSION







 








	 



 






WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


RIALTO
CAPITAL ADVISORS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES 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-NXS5


	 






 






    	 



    	 



    

 


	TABLE OF CONTENTS
	 
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I
	 	 	 	 	 
	DEFINITIONS
	 
	Section 1.01	 	Defined Terms	 	5
	Section 1.02	 	Certain Calculations	 	117
	 	 	 	 	 
	ARTICLE II
	 	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 	 
	Section 2.01	 	Conveyance of Mortgage Loans	 	119
	Section 2.02	 	Acceptance by Trustee	 	124
	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	 	129
	Section 2.04	 	Execution of Certificates; Issuance of Lower-Tier Regular Interests and the Class A-6FX Regular Interest	 	144
	Section 2.05	 	Creation of the Grantor Trust	 	145
	 	 	 	 	 
	ARTICLE III
	 	 	 	 	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND
	 	 	 	 	 
	Section 3.01	 	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	145
	Section 3.02	 	Collection of Mortgage Loan Payments	 	153
	Section 3.03	 	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	158
	Section 3.04	 	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Class A-6FX Regular Interest Distribution Account	 	162
	Section 3.05	 	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	169
	Section 3.06	 	Investment of Funds in the Collection Account and the REO Account	 	180
	Section 3.07	 	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	182
	Section 3.08	 	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	187
	Section 3.09	 	Realization Upon Defaulted Loans and Companion Loans	 	193
	Section 3.10	 	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	197


 



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	Section 3.11	 	Servicing Compensation	 	198
	Section 3.12	 	Inspections; Collection of Financial Statements	 	204
	Section 3.13	 	Access to Certain Information	 	208
	Section 3.14	 	Title to REO Property; REO Account	 	220
	Section 3.15	 	Management of REO Property	 	222
	Section 3.16	 	Sale of Defaulted Loans and REO Properties	 	224
	Section 3.17	 	Additional Obligations of Master Servicer and Special Servicer	 	231
	Section 3.18	 	Modifications, Waivers, Amendments and Consents	 	233
	Section 3.19	 	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	242
	Section 3.20	 	Sub-Servicing Agreements	 	249
	Section 3.21	 	Interest Reserve Account	 	252
	Section 3.22	 	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	253
	Section 3.23	 	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	253
	Section 3.24	 	Intercreditor Agreements	 	257
	Section 3.25	 	Rating Agency Confirmation	 	260
	Section 3.26	 	The Operating Advisor	 	261
	Section 3.27	 	Companion Paying Agent	 	269
	Section 3.28	 	Companion Register	 	269
	Section 3.29	 	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	270
	Section 3.30	 	[RESERVED]	 	271
	Section 3.31	 	[RESERVED]	 	271
	Section 3.32	 	Litigation Control	 	271
	Section 3.33	 	Delivery of Excluded Information to the Certificate Administrator	 	274
	Section 3.34	 	Swap Contract	 	275
	 	 	 	 	 
	ARTICLE IV
	 	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 	 
	Section 4.01	 	Distributions	 	278
	Section 4.02	 	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	291
	Section 4.03	 	P&I Advances	 	298
	Section 4.04	 	Allocation of Realized Losses	 	301
	Section 4.05	 	Appraisal Reduction Amounts	 	302
	Section 4.06	 	Grantor Trust Reporting	 	305
	Section 4.07	 	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	307
	Section 4.08	 	Secure Data Room	 	310


 






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	ARTICLE V
	 	 	 	 	 
	THE CERTIFICATES
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	311
	Section 5.02	 	Form and Registration	 	312
	Section 5.03	 	Registration of Transfer and Exchange of Certificates	 	314
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	321
	Section 5.05	 	Persons Deemed Owners	 	322
	Section 5.06	 	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	322
	Section 5.07	 	Maintenance of Office or Agency	 	323
	Section 5.08	 	Appointment of Certificate Administrator	 	323
	Section 5.09	 	Exchange of Class A-6FL Certificates for Class A-6FX Certificates	 	324
	Section 5.10	 	Voting Procedures	 	326
	 	 	 	 	 
	ARTICLE VI
	 	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	 	 	 	 	 
	Section 6.01	 	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	328
	Section 6.02	 	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	334
	Section 6.03	 	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	 	334
	Section 6.04	 	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	336
	Section 6.05	 	Depositor, Master Servicer and Special Servicer Not to Resign	 	341
	Section 6.06	 	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	342
	Section 6.07	 	The Master Servicer and the Special Servicer as Certificate Owner	 	342
	Section 6.08	 	The Directing Certificateholder	 	342
	 	 	 	 	 
	ARTICLE VII
	 
	SERVICER TERMINATION EVENTS
	 	 	 	 	 
	Section 7.01	 	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	348
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	356
	Section 7.03	 	Notification to Certificateholders	 	358


 






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	Section 7.04	 	Waiver of Servicer Termination Events	 	359
	Section 7.05	 	Trustee as Maker of Advances	 	359
	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee and the Certificate Administrator	 	360
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	361
	Section 8.03	 	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	363
	Section 8.04	 	Trustee or Certificate Administrator May Own Certificates	 	364
	Section 8.05	 	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	364
	Section 8.06	 	Eligibility Requirements for Trustee and Certificate Administrator	 	365
	Section 8.07	 	Resignation and Removal of the Trustee and Certificate Administrator	 	366
	Section 8.08	 	Successor Trustee or Certificate Administrator	 	369
	Section 8.09	 	Merger or Consolidation of Trustee or Certificate Administrator	 	369
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	370
	Section 8.11	 	Appointment of Custodians	 	371
	Section 8.12	 	Representations and Warranties of the Trustee	 	371
	Section 8.13	 	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	372
	Section 8.14	 	Representations and Warranties of the Certificate Administrator	 	373
	Section 8.15	 	Compliance with the PATRIOT Act	 	374
	 	 	 	 	 
	ARTICLE IX
	 	 	 	 	 
	TERMINATION
	 	 	 	 	 
	Section 9.01	 	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	374
	Section 9.02	 	Additional Termination Requirements	 	378
	 	 	 	 	 
	ARTICLE X
	 	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 	 	 
	Section 10.01	 	REMIC Administration	 	379
	Section 10.02	 	Use of Agents	 	383
	Section 10.03	 	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	383
	Section 10.04	 	Appointment of REMIC Administrators	 	383
	 	 	 	 	 
	ARTICLE XI
	 	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 11.01	 	Intent of the Parties; Reasonableness	 	384


 






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	Section 11.02	 	Succession; Subcontractors	 	385
	Section 11.03	 	Filing Obligations	 	387
	Section 11.04	 	Form 10-D Filings	 	388
	Section 11.05	 	Form 10-K Filings	 	391
	Section 11.06	 	Sarbanes-Oxley Certification	 	394
	Section 11.07	 	Form 8-K Filings	 	396
	Section 11.08	 	Form 15 Filing	 	397
	Section 11.09	 	Annual Compliance Statements	 	398
	Section 11.10	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	399
	Section 11.11	 	Annual Independent Public Accountants’ Attestation Report	 	402
	Section 11.12	 	Indemnification	 	403
	Section 11.13	 	Amendments	 	405
	Section 11.14	 	Regulation AB Notices	 	406
	Section 11.15	 	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	406
	Section 11.16	 	[RESERVED]	 	411
	Section 11.17	 	Impact of Cure Period	 	411
	 	 	 	 	 
	ARTICLE XII
	 	 	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 	 	 
	Section 12.01	 	Asset Review	 	411
	Section 12.02	 	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	417
	Section 12.03	 	Resignation of the Asset Representations Reviewer	 	418
	Section 12.04	 	Restrictions of the Asset Representations Reviewer	 	418
	Section 12.05	 	Termination of the Asset Representations Reviewer	 	419
	 	 	 	 	 
	ARTICLE XIII
	 	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 	 
	Section 13.01	 	Amendment	 	422
	Section 13.02	 	Recordation of Agreement; Counterparts	 	426
	Section 13.03	 	Limitation on Rights of Certificateholders	 	427
	Section 13.04	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	428
	Section 13.05	 	Notices	 	428
	Section 13.06	 	Severability of Provisions	 	433
	Section 13.07	 	Grant of a Security Interest	 	433
	Section 13.08	 	Successors and Assigns; Third Party Beneficiaries	 	434
	Section 13.09	 	Article and Section Headings	 	434
	Section 13.10	 	Notices to the Rating Agencies	 	434


 






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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 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 Controlling Class Holder to Certificate Administrator
	EXHIBIT P-1G	 	Form of Certification of Directing Certificateholder
	EXHIBIT P-2	 	Form of Certification for NRSROs
	EXHIBIT P-3	 	Online Market Data Provider Certification
	EXHIBIT Q	 	Custodian Certification/Exception Report


 






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	EXHIBIT R-1	 	Form of Power of Attorney – Master Servicer
	EXHIBIT R-2	 	Form of Power of Attorney – Special Servicer
	EXHIBIT S	 	Initial Serviced Companion Noteholders
	EXHIBIT T	 	Form of Notice For Non-Serviced Mortgage Loan
	EXHIBIT U	 	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	EXHIBIT V	 	Form of Operating Advisor Annual Report
	EXHIBIT W	 	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	EXHIBIT X	 	Form of Confidentiality Agreement
	EXHIBIT Y	 	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	 	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	 	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	 	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	 	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	 	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	 	Form of Certification to be Provided to Depositor by Custodian
	EXHIBIT Z-7	 	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT AA	 	Servicing Criteria to be Addressed in Assessment of Compliance
	EXHIBIT BB	 	Additional Form 10-D Disclosure
	EXHIBIT CC	 	Additional Form 10-K Disclosure
	EXHIBIT DD	 	Form 8-K Disclosure Information
	EXHIBIT EE	 	Additional Disclosure Notification
	EXHIBIT FF	 	Initial Sub-Servicers
	EXHIBIT GG	 	Servicing Function Participants
	EXHIBIT HH	 	Form of Annual Compliance Statement
	EXHIBIT II	 	Form of Report on Assessment of Compliance with Servicing Criteria
	EXHIBIT JJ	 	CREFC® Payment Information
	EXHIBIT KK	 	Form of Notice of Additional Indebtedness Notification
	EXHIBIT LL	 	[RESERVED]
	EXHIBIT MM	 	Additional Disclosure Notification (Accounts)
	EXHIBIT NN	 	Form of Notice of Purchase of Controlling Class Certificate
	EXHIBIT OO	 	Form of Asset Review Report
	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-6FL Certificates for Class A-6FX Certificates
	EXHIBIT UU	 	Class A-6FL Swap Contract
	 	 	 
	SCHEDULES	 	 
	 	 	 
	SCHEDULE 1	 	Mortgage Loans With Additional Debt


 






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	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


 




    	-viii-



    	 



    

 








 


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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services 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-6FX Regular Interest, the Swap Contract, the Class A-6FX 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 portion of the Trust Fund consisting of (i) the Class V Specific Grantor Trust Assets, (ii) the Class A-6FX 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-6FX Regular Interest Distribution Account) that represent distributions on the Class A-6FX 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-6FX Certificates shall represent undivided beneficial interests
in the portion of the Grantor Trust consisting of the Class A-6FX Specific Grantor Trust Assets as described herein. The Class
A-6FL Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the Class A-6FL
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 LA4, Class
LA5, Class LA6, Class LA6FX, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH 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)	$33,080,000
	Class LA2	(1)	$121,907,000
	Class LA3	(1)	$35,827,000
	Class LA4	(1)	$65,000,000
	Class LA5	(1)	$85,000,000
	Class LA6	(1)	$164,769,000
	Class LA6FX	(1)	$50,000,000
	Class LASB	(1)	$57,007,000
	Class LAS	(1)	$50,320,000
	Class LB	(1)	$52,508,000
	Class LC	(1)	$39,381,000
	Class LD	(1)	$26,254,000
	Class LE	(1)	$20,784,000
	Class LF	(1)	$22,185,000
	Class LG	(1)	$9,539,000
	Class LH	(1)	$41,568,836
	Class LR	None(2)	None    


 


 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-SB, Class X-A, Class X-B, Class X-F, Class X-G, Class X-H, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
G, Class H Certificates and the Class A-6FX 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-6FL, Class
A-6FX 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-6FL	Class A-6FL Specific Grantor Trust Assets
	Class A-6FX	Class A-6FX 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-6FX Regular Interest:


 


	
        Class
of Certificates or Regular 

Interest
	
        Initial


Pass-Through Rate
	
        Original
Certificate 

Balance or Notional 

Amount

	Class A-1 Certificates	1.5590%	$33,080,000
	Class A-2 Certificates	2.7110%	$121,907,000
	Class A-3 Certificates	3.5380%	$35,827,000
	Class A-4 Certificates	3.3700%	$65,000,000
	Class A-5 Certificates	3.3720%	$85,000,000
	Class A-6 Certificates	3.6350%	$164,769,000
	Class A-6FL Certificates(1)	LIBOR plus 1.5500%	$50,000,000(2)
	Class A-6FX Certificates(1)	3.6350%	$0(2)
	Class A-6FX Regular Interest(1)	3.6350%	$50,000,000(2)
	Class A-SB Certificates	3.3820%	$57,007,000
	Class X-A Certificates	1.5814%(3)	$662,910,000(4)
	Class X-B Certificates	0.0330%(3)	$52,508,000(4)
	Class X-F Certificates	2.0090%(3)	$22,185,000(4)
	Class X-G Certificates	2.0090%(3)	$9,539,000(4)
	Class X-H Certificates	2.0090%(3)	$41,568,836(4)
	Class A-S Certificates	3.9880%	$50,320,000
	Class B Certificates	4.8500%	$52,508,000
	Class C Certificates	4.8830%	$39,381,000
	Class D Certificates	4.8830%	$26,254,000
	Class E Certificates	4.8830%	$20,784,000
	Class F Certificates	2.8740%	$22,185,000
	Class G Certificates	2.8740%	$9,539,000
	Class H Certificates	2.8740%	$41,568,836
	Class R Certificates	None(5)	N/A
	Class V Certificates	None(5)	N/A



 






    	-3-



    	 



    




 


 





		(1)	The Class
                                         A-6FX Regular Interest will be uncertificated and will be transferred to the Trust on
                                         the Closing Date, and the Trust will issue the Class A-6FL and Class A-6FX Certificates
                                         in exchange therefor, and in the case of the Class A-6FL Certificates, in exchange for
                                         the Swap Contract.



 


		(2)	The Original
                                         Certificate Balance of the Class A-6FX Certificates will be $0 and the Original Certificate
                                         Balance of the Class A-6FL Certificates will be $50,000,000; provided that, following
                                         the Closing Date, the Original Certificate Balances of the Class A-6FX Certificates and
                                         Class A-6FL Certificates will be subject to exchanges of Class A-6FL Certificates for
                                         Class A-6FX Certificates pursuant to Section 5.09 hereof.



 


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



 


		(4)	None
                                         of the Class X-A, Class X-B, Class X-F, Class X-G and Class X-H 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-B Notional Amount, the Class X-F Notional
                                         Amount, the Class X-G Notional Amount or the Class X-H 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 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 $875,129,836.


 


The One Court Square
Pari Passu Companion Loans, the 10 South LaSalle Street Pari Passu Companion Loan, the Keurig Green Mountain 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 One Court Square
Whole Loan consists of the One Court Square Mortgage Loan and the One Court Square Pari Passu Companion Loans. The One Court Square
Mortgage Loan and the One Court Square Pari Passu Companion Loans are pari passu with each other. The One Court Square Mortgage
Loan is part of the Trust Fund. The One Court Square Pari Passu Companion Loans are not part of the Trust Fund. The One Court Square
Mortgage Loan and the One Court Square Pari Passu Companion Loans are serviced and administered in accordance with the WFCM 2015-NXS3
Pooling and Servicing Agreement and the One Court Square Intercreditor Agreement.


 






    	-4-



    	 



    

 


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 are serviced and administered in accordance with the WFCM 2016-C32 Pooling and Servicing Agreement and the 10 South LaSalle
Street Intercreditor Agreement.


 


The Keurig Green Mountain
Whole Loan consists of the Keurig Green Mountain Mortgage Loan and the Keurig Green Mountain Pari Passu Companion Loan. The Keurig
Green Mountain Mortgage Loan and the Keurig Green Mountain Pari Passu Companion Loan are pari passu with each other. The
Keurig Green Mountain Mortgage Loan is part of the Trust Fund. The Keurig Green Mountain Pari Passu Companion Loan is not part
of the Trust Fund. The Keurig Green Mountain Mortgage Loan and the Keurig Green Mountain Pari Passu Companion Loan are serviced
and administered in accordance with the WFCM 2015-NXS4 Pooling and Servicing Agreement and the Keurig Green Mountain Intercreditor
Agreement.


 


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


 


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 Agreement Between Note Holders, 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. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-2, 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


 



    	-5-



    	 



    

 


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.


 


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


 


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


 


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


 


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


 


“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.


 






    	-6-



    	 



    

 


“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.


 


“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 Master Servicer and the 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


 



    	-7-



    	 



    

 


with the Directing Certificateholder or any applicable AB Whole Loan Controlling Holder, as applicable, the Special Servicer is
not required to do so. Each of the Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund)
shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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).


 






    	-8-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Anticipated
Repayment Date”: With respect to 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 Master Servicer or 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 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 Special Servicer


 



    	-9-



    	 



    

 


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 Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance
equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal
valuation performed by the Special Servicer (or at the Special Servicer’s election, by one or more MAI appraisals obtained
by the Special Servicer) with respect to any Mortgage Loan (together with any other Mortgage Loan cross collateralized with such
Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with
respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so)
based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit and reserves
in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as
of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer
or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal
to its Mortgage Rate (and, with respect to any AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion
Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage
Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable,
and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C)
all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and
all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such
Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the
subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however,
that without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if
the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60)
days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi)
of the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety
(90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the
related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current
Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal
or valuation referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated as of the first
Determination Date that is at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal Reduction Event,
the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master
Servicer as a Servicing Advance); provided, further, however, that with respect to an Appraisal Reduction
Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use
reasonable efforts to receive


  



    	-10-



    	 



    

 


such Appraisal within the one hundred twenty (120) day period set forth in such clause (i),
and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event,
the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one
hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further, however,
that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60),
ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered
in electronic format by the Special Servicer to the Master Servicer, the Directing Certificateholder (but only prior to the occurrence
of a Consultation Termination Event), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction
Amount, the Master Servicer shall provide the Special Servicer with the information as set forth in Section 4.05(c) within
four (4) Business Days of its receipt of any such request. The Master Servicer will not calculate Appraisal Reduction Amounts.


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section
4.05(a) 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 Special Servicer, (iii) thirty (30) days after the date on which a receiver has been
appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant
property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60) days after
the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time,
(vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan or
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


 



    	-11-



    	 



    

 


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 (iv) shall not apply if the related Mortgage Loan is a Specially
Serviced Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when
the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall
notify the Master Servicer, the Directing Certificateholder, and the Operating Advisor, or the Master Servicer shall notify the
Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence
of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event
shall be subject to the provisions of Section 4.05 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), 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, and (ii) with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined
pursuant to the applicable Non-Serviced PSA.


 


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


 


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


 


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


 


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors-in-interest.


 


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


 


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


 


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


 


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


 


“Asset 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).


 






    	-12-



    	 



    

 


“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. Except as otherwise expressly set forth in 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).


 


“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


 



    	-13-



    	 



    

 


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


 


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


 


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


 



    	-14-



    	 



    

 


Determination Date, subsequent to the related Due Date) allocable to
the Mortgage Loans;


 


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


 


(iv)         with
respect to the Actual/360 Mortgage Loans and any Distribution Date 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 Account 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 Account allocable
to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


(c)          the
aggregate amount of any Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans with respect
to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans and the Distribution Date (net of the related Certificate Administrator Fee (which fee includes the Trustee Fee), Operating
Advisor Fee, Asset Representations Reviewer Fee and CREFC® Intellectual Property Royalty License Fee with respect
to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; 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).


 






    	-15-



    	 



    

 


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


 


“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.


 


“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 (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.


 






    	-16-



    	 



    

 


“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 the Master Servicer or the Special Servicer is located, or the New York
Stock Exchange or the Federal Reserve System of the United States of America are authorized or obligated by law or executive order
to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00690%
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-6FX 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
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 


 



    	-17-



    	 



    

 


Class A-6FL and Class A-6FX
Certificates shall be equal at all times to the Certificate Balance of the Class A-6FX 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 the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate
solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval,
waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply
in the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless
such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in
the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review
and any Mortgage Loan Seller, solely with respect to such Mortgage Loan); provided, further, that so long as there
is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, the Master Servicer
and the Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to any issue
which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities
hereunder; and provided, further, that such restrictions shall not apply to (i) the exercise of the Special Servicer’s,
the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling
Class or (ii) any Affiliate of the Depositor, the Master


 



    	-18-



    	 



    

 


Servicer, the Special Servicer, the Trustee or the Certificate Administrator
that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting
the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate
of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of
an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as
a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate
Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
(i) Any and all Certificates bearing the same alphabetical or alphanumeric Class designation, (ii) the Class A-6FX Regular Interest
and (iii) each designated Lower-Tier Regular Interest.


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-6FL, Class A-6FX, Class A-SB or Class A-S Certificate.


 


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


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 1.5590%.


 


“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.


 






    	-19-



    	 



    

 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.7110%.


 


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


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.5380%.


 


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


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3700%.


 


“Class A-5 Certificate”:
A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3720%.


 


“Class A-6 Certificate”:
A Certificate designated as “Class A-6” 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-6 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.6350%.


 


“Class A-6FL
Certificate”: A Certificate designated as “Class A-6FL” 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-6FL Specific
Grantor Trust Assets and the proceeds thereof.


 


“Class A-6FL
Exchange Date”: As defined in Section 5.09(b).


 


“Class A-6FL
Exchange Notice”: As defined in Section 5.09(a)(iv).


 


“Class A-6FL
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-6FL Swap Contract.


 


“Class A-6FL
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-6FL Swap Contract.


 






    	-20-



    	 



    

 


“Class A-6FL
Interest Distribution Amount”: With respect to any Distribution Date and the Class A-6FL 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-6FL 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-6FL Certificates for such Distribution Date, less (B)
any Excess Prepayment Interest Shortfall allocated to the Class A-6FL Certificates on such Distribution Date; provided, however,
that if a Class A-6FL Swap Conversion Event has occurred and is continuing, then interest on the Class A-6FL Certificates will
accrue at the Pass-Through Rate applicable to the Class A-6FX Regular Interest for purposes of clause (A)(i) of this definition.


 


“Class A-6FL
Net Swap Payment”: With respect to the related Interest Accrual Period, the excess, if any, of (i) the Class A-6FL Fixed
Swap Payment over (ii) the Class A-6FL Floating Swap Payment.


 


“Class A-6FL
Pass-Through Rate”: With respect to any Distribution Date for which a Class A-6FL Swap Conversion Event has not occurred
and is not continuing, a per annum rate equal to LIBOR plus 1.5500%, and with respect to any Distribution Date on which a Class
A-6FL Swap Conversion Event has occurred and is continuing, a per annum rate equal to the Class A-6FX 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-6FL
Percentage Interest”: As of any date of determination, with respect to the Class A-6FL Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class A-6FL Certificates on such date, and the denominator
of which is the Certificate Balance of the Class A-6FX Regular Interest on such date.


 


“Class A-6FL
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class
A-6FL Percentage Interest and (ii) the Class A-6FX/A-6FL Principal Distribution Amount for such Distribution Date.


 


“Class A-6FL
Specific Grantor Trust Assets”: The portion of the Trust consisting of: (i) the Class A-6FL Percentage Interest of the
Class A-6FX Regular Interest, (ii) the Class A-6FL Swap Contract and (iii) the Class A-6FL Sub-Account and amounts held from time
to time in the Class A-6FL Sub-Account that represent distributions of the Class A-6FL Percentage Interest in the Class A-6FX Regular
Interest and payments received from the Swap Counterparty under the Class A-6FL Swap Contract.


 


“Class A-6FL
Sub-Account”: As defined in Section 3.04(g).


 


“Class A-6FL
Swap Contract”: With respect to the Class A-6FL Certificates, the 1992 ISDA Master Agreement, together with the related
schedule and confirmation thereto (including questionnaires), dated as of February 26, 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-6FL
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-6FL Swap


 



    	-21-



    	 



    

 


Contract or (b) an early termination date is designated under the Class A-6FL Swap Contract in 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-6FL
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-6FL
Swap Contract, (b) failure on the part of the Swap Counterparty to make a required payment to the Trust under the Class A-6FL Swap
Contract, or (c) occurrence of any other event of default or termination event with respect to the Swap Counterparty under the
Class A-6FL Swap Contract in accordance with its terms.


 


“Class A-6FL
Swap Termination Payments”: Any termination payments payable by the Swap Counterparty to the Trust in connection with
the termination of the Class A-6FL Swap Contract in accordance with the terms of the Class A-6FL Swap Contract.


 


“Class A-6FX
Certificate”: A Certificate designated as “Class A-6FX” 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-6FX Specific
Grantor Trust Assets and the proceeds thereof.


 


“Class A-6FX
Interest Distribution Amount”: With respect to any Distribution Date and the Class A-6FX 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-6FX 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-6FX Certificates for such Distribution Date, less (B)
any Excess Prepayment Interest Shortfall allocated to the Class A-6FX Certificates on such Distribution Date.


 


“Class A-6FX
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.6350%.


 


“Class A-6FX
Percentage Interest”: As of any date of determination, with respect to the Class A-6FX Certificates, a percentage interest
equal to a fraction, the numerator of which is the Certificate Balance of the Class A-6FX Certificates on such date, and the denominator
of which is the Certificate Balance of the Class A-6FX Regular Interest on such date.


 


“Class A-6FX
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class
A-6FX Percentage Interest and (ii) the Class A-6FX/A-6FL Principal Distribution Amount for such Distribution Date.


 


“Class A-6FX
Regular Interest”: The uncertificated interest corresponding to the Class A-6FX Certificates and the Class A-6FL Certificates
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-6FX
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


 



    	-22-



    	 



    

 


“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-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5, Class A-6FX Regular Interest Distribution Account” and which must be an Eligible Account
(or a subaccount of an Eligible Account). The Class A-6FX 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-6FX
Regular Interest Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
3.6350%.


 


“Class A-6FX
Specific Grantor Trust Assets”: The portion of the Trust consisting of: (i) the Class A-6FX Percentage Interest of the
Class A-6FX Regular Interest and (ii) the Class A-6FX Sub-Account and amounts held from time to time in the Class A-6FX Sub-Account
that represent distributions of the Class A-6FX Percentage Interest in the Class A-6FX Regular Interest.


 


“Class A-6FX
Sub-Account”: As defined in Section 3.04(g).


 


“Class A-6FX/A-6FL
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-6FX Regular Interest with respect to such Distribution Date.


 


“Class A-6FX/A-6FL
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-6FX Regular Interest on such Distribution Date.


 


“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”: A per annum rate equal to 3.9880%.


 


“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”: A per annum rate equal to 3.3820%.


 


“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.


 






    	-23-



    	 



    

 


“Class B Pass-Through
Rate”: A per annum rate equal to equal to the Weighted Average Net Mortgage Rate for such Distribution Date less
0.0330% (3.30 basis points).


 


“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 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 the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“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 2.8740%.


 


“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 2.8740%.


 


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


 


“Class H Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.8740%.


 


“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


 



    	-24-



    	 



    

 


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


 


“Class LA5 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA6 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 LA6FX
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.


 






    	-25-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Class 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.


 






    	-26-



    	 



    

 


“Class X Certificates”:
The Class X-A, Class X-B, Class X-F, Class X-G and Class X-H 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-6FL and Class A-6FX Certificates) and the Class A-6FX Regular Interest.


 


“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-6FL and Class A-6FX Certificates) and the Class A-6FX 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-B Certificate”:
A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


“Class X-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.


 






    	-27-



    	 



    

 


“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.


 


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


 


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


 


“Class X-H Pass-Through
Rate”: The Pass-Through Rate for Class X-H 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 H Certificates.
The Pass-Through Rate applicable to the Class X-H 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 26, 2016.


 


“Closing Date
Interest Deposit Amount”: $118,702.86.


 


“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 the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank,
National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the
registered holders of Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series
2016-NXS5, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related


 



    	-28-



    	 



    

 


Intercreditor
Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related
Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph
of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the
extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust, any Trust
REMIC or the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells Fargo
Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating
to the Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 Master Servicer and the Companion Paying Agent are the same entity, the
Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 


“Compensating
Interest Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of
Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage
Loans


 



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(other than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any
Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed
a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that
portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other
than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid
for such Collection Period, calculated at a rate of 0.0025% per annum, (B) all Prepayment Interest Excesses received by
the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
(and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan) subject to such prepayment
and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for such
Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment.
In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.
However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing
the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents
regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage
Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise
in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing
Standard, (Y) at the request or with the consent of the Special Servicer or, so long as no Control Termination Event has occurred
and is continuing, and only with respect to Mortgage Loans other than Excluded Loans, the Directing Certificateholder or (Z) in
connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest
Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate
amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in
connection with such Prohibited Prepayments.


 


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


 


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


 



    	-30-



    	 



    

 


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 G and Class H Certificates.


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class G 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 G 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 H Certificates.


 


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


 


“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 respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee WFCM 2016-NXS5; and (iii) for all other purposes, to the Certificate


 



    	-31-



    	 



    

 


Administrator at 9062
Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), WFCM Commercial Mortgage Securities Trust
2016-NXS5, telecopy number (410) 715-2380.


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of


 



    	-32-



    	 



    

 


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 Servicer from
the Lower-Tier REMIC.


 


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


 


“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Interest


 



    	-33-



    	 



    

 


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 Master Servicer or the Special Servicer of any such report that is required to state
information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may conclusively
rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by
the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer (if other than
the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer, by the Master
Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 






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“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 other form for the presentation of such information and containing such additional information as


 



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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 Servicer.


 


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


 


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


 






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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 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.


 


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


 






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“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 Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of DBRS herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of
a Balloon Payment, such period will be 120 days if the related Mortgagor has provided the 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 the 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 Special Servicer has, by written notice to the related Mortgagor, accelerated
the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan
does not constitute a “Defaulted Loan”.


 


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


 






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


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional 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)           any
property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


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


 


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


 


(xiii)        any
related mezzanine intercreditor agreement;


 


(xiv)        all
related environmental reports; and


 


(xv)         all
related environmental insurance policies;


 


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


 


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


 


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


 


(e)          a
copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, 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;


 






    	-41-



    	 



    

 


(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 RREF III Debt AIV, LP, a Delaware limited partnership. 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 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 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 Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other
than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant
to Section 3.11 of this Agreement.


 


“Disclosure
Parties”: As defined in Section 3.13(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 



    	-44-



    	 



    

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-6FX 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 Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties
identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under
Article XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation
AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties
appear on the Do Not Hire List.


 


“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.


 






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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit or the long -term unsecured
debt obligations of which are rated no less than “A” by Fitch (to the extent rated by Fitch) and “A2” by
Moody’s, if the deposits are to be held in such account for thirty (30) days or more, or (B) the short-term deposit or the
short-term unsecured debt obligations of which have a short-term rating of not less than “F1” by Fitch (to the extent
rated by Fitch) and “P-1” from Moody’s, 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 “A” by Fitch (to the extent rated by Fitch) and
“A2” from Moody’s or Wells Fargo Bank, National Association’s commercial paper, short-term deposit or short-term
unsecured debt rating shall be at least “F1” by Fitch (to the extent rated by Fitch) and “P-1” from Moody’s;
(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, the
Master Servicer or the 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, the
Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least
“A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term
unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty
(30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that
any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar
to 12 C.F.R. § 9.10(b).


 


“Eligible 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


 



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representations and warranties
set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services 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 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.


 






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“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 F, Class G and Class H Certificates is an ERISA Restricted
Certificate.


 


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


 


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


 


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


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under
the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable,
as compensation within the prior twelve (12) months of such modification, waiver, extension or


 






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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
Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0%
of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of
the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment)
with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


“Excess
Prepayment Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments
made on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master
Servicer’s Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest
payments allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer. Any
Excess Prepayment Interest Shortfalls allocated to the Class A-6FX Regular Interest as described in the definition of Interest
Distribution Amount shall be allocated between the Class A-6FX and the Class A-6FL Certificates based on the Class A-6FX Percentage
Interest and Class A-6FL 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


 






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Certificateholder
or Controlling Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master
Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically
delivered in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class
Holder and the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to
the Certificate Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each
of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator
to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the
extent provided in this Agreement. 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 the Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value
determination or any Appraisal Reduction calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than
information with respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at
a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package
(CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling
Class Loan) shall not be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer 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


 






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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 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 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 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.


 


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


 


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


 


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


 






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


 


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


 


“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,


 






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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-NXS5,
Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


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


 


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


 






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the
Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders or any Affiliate thereof, as the case may
be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the exception
in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor
or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test
set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be
at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor the
Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an
Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person
(including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating
Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial
Purchasers”: Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Natixis Securities Americas LLC.


 


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


 


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


 


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


 






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“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 Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Intercreditor Agreement) and the REMIC Provisions.


 


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


 


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


 


“Intercreditor
Agreement”: Each of the One Court Square Intercreditor Agreement, the 10 South LaSalle Street Intercreditor Agreement
and the Keurig Green Mountain 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-6FX Regular
Interest, the amount of interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class 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-6FL Certificates and any Distribution Date as to which no Class A-6FL 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  


 






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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-6FL Certificates and any Distribution Date as to which a Class A-6FL Swap Conversion Event has
occurred and is continuing, the Interest Accrual Period and calculation method for the Class A-6FL Certificates shall be the same
as for the Class A-6FX Regular Interest in the first sentence of this definition.


 


“Interest
Distribution Amount”: With respect to any Class of Regular Certificates and the Class A-6FX Regular Interest for any
Distribution Date, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution
Date and (ii) the Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class on such Distribution Date. With respect to the Class A-6FL Certificates, the “Class
A-6FL Interest Distribution Amount”. With respect to the Class A-6FX Certificates, the “Class A-6FX 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-6FX 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-6FX Regular Interest for such Distribution Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, 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-6FX 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-6FL Certificates, the Class A-6FL Percentage Interest of
the Interest Shortfall for the Class A-6FX Regular Interest and (C) the Class A-6FX Certificates, the Class A-6FX Percentage Interest
of the Interest Shortfall for the Class A-6FX Regular Interest.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing
Certificateholder, any



 






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Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the
preceding entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer
(or any Independent Contractor engaged by the Special Servicer), or the trustee for the securitization of a Companion Loan, and
each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such
party described above.


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C 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 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


 






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


 


“Keurig
Green Mountain Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 7, 2015, by
and between the holder of the Keurig Green Mountain Pari Passu Companion Loan and the holder of the Keurig Green Mountain Mortgage
Loan, relating to the relative rights of such holders of the Keurig Green Mountain Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“Keurig
Green Mountain Mortgage Loan”: With respect to the Keurig Green Mountain 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-2, and
is pari passu in right of payment with the Keurig Green Mountain Pari Passu Companion Loan to the extent set forth in the
Keurig Green Mountain Intercreditor Agreement.


 


“Keurig
Green Mountain Mortgaged Property”: The Mortgaged Property that secures the Keurig Green Mountain Whole Loan.


 


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


 


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


  


“Late
Collections”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to
the related Determination Date, whether


 






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as
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections
of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to
any acceleration of amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination
Date and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property
prior to the related Determination Date, 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-6FL 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 0.43380%.


 


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


 






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“LIBOR
Determination Date”: With respect to the Class A-6FL 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, 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 the Special Servicer, or by any Companion Holder or any mezzanine
lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such
Mortgage Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange
for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the
terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer 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 the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder
or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing Certificateholder
or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the
Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the
Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder
or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or
any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended
Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the 


 






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


 


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


 


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


 






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pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided
that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection
with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion
of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant
to the terms of the related Intercreditor Agreement.


 


“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 LA4, Class LA5, Class LA6, Class LA6FX, Class
LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH 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


 






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“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-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 each of the Mortgage Loans, Wells Fargo Bank, National Association, and its successors in
interest and assigns, or any successor appointed as allowed herein.


 


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


 






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


 


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


 


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


 


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


 


(i)          the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, 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-NXS5, Commercial Mortgage Pass-Through Certificates, Series
2016-NXS5” (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


 






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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-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5” (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;


 


(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;


 






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(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)       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 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”


 






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


 


“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.


 






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“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;


 


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


 


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


 






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(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) Natixis Real Estate Capital LLC, a Delaware limited liability company, or its successor in interest and (iii) Silverpeak
Real Estate Finance LLC, a Delaware limited liability company, or its successor in interest.


 


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


 


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan
on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such
Mortgage Loan or related Companion Loan from time to time in accordance with the related Mortgage Note and applicable law; or
(ii) any Mortgage Loan or related Companion Loan after


 






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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.


 


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


 


“Net
Investment Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or 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 Master Servicer
or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor or otherwise;
provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate,
the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate
at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month
period at the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan,
the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and


 






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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 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.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the
reasonable judgment of the Master Servicer, the Special Servicer or the Trustee, as


 






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


 






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


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer,
the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, at the Reimbursement Rate,


 






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


 









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


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class A-6FL, Class A-6FX, Class X-F, Class X-G,
Class X-H, Class E, Class F, Class G, Class H, Class R or Class V Certificate.


 






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“Non-Serviced
Companion Loan”: Each of the 10 South LaSalle Street Pari Passu Companion Loan, the One Court Square Pari Passu Companion
Loans and the Keurig Green Mountain Pari Passu Companion Loan.


 


“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”: Each of the 10 South LaSalle Street Intercreditor Agreement, the One Court Square Intercreditor
Agreement and the Keurig Green Mountain Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the 10 South LaSalle Street Mortgage Loan, the One Court Square Mortgage Loan and the Keurig
Green Mountain Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the 10 South LaSalle Street Mortgaged Property, the One Court Square Mortgaged Property
and the Keurig Green Mountain Mortgaged Property.


 


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


 


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


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to each Non-Serviced Whole Loan, 0.0025% per annum.


 


“Non-Serviced
PSA”: With respect to (i) the 10 South LaSalle Street Whole Loan, the WFCM 2016-C32 Pooling and Servicing Agreement,
(ii) the One Court Square Whole Loan, the WFCM 2015-NXS3 Pooling and Servicing Agreement, and (iii) the Keurig Green Mountain
Whole Loan, the WFCM 2015-NXS4 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the 10 South LaSalle Street Whole Loan, the One Court Square Whole Loan and the Keurig Green Mountain
Whole Loan.


 






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


 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“One
Court Square Intercreditor Agreement”: That certain Second Amended & Restated Co-Lender Agreement, dated as of February
26, 2016, by and between the holders of the One Court Square Pari Passu Companion Loans and the holder of the One Court Square
Mortgage Loan, relating to the relative rights of such holders of the One Court Square Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 






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“One
Court Square Mortgage Loan”: With respect to the One Court Square Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is
pari passu in right of payment with each One Court Square Pari Passu Companion Loan to the extent set forth in the One
Court Square Intercreditor Agreement.


 


“One
Court Square Mortgaged Property”: The Mortgaged Property that secures the One Court Square Whole Loan.


 


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


 


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


 


“Operating
Advisor”: Park Bridge Lender Services LLC, a New York 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 Master Servicer or the Special Servicer,
as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines
that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the
Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or
reduction).


 


“Operating
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or additional trust fund expenses payable to


 






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the Operating Advisor pursuant to this Agreement (other than the Operating Advisor
Fee and the Operating Advisor Consulting Fee).


 


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


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00210%.


 


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


 


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


 


(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 that is not curable
within such thirty (30) day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such
cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and
the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


(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


 






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which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement;


 


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


 


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


 


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


 


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


 


“Original
Certificate Balance”: With respect to any Class of Principal Balance Certificates and the Class A-6FX 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-6FL and Class A-6FX Certificates are subject to exchanges of Class A-6FL Certificates
for Class A-6FX Certificates pursuant to Section 5.09; provided that the Original Certificate Balances of the Class A-6FL
and Class A-6FX Certificates will, at all times, in the aggregate equal the Original Certificate Balance of the Class A-6FX 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-B Notional Amount, the Class X-F Notional
Amount, the Class X-G Notional


 






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Amount and the Class X-H Notional Amount, the applicable initial Notional Amount thereof as of
the Closing Date, as specified in the Preliminary Statement.


 


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


 


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


 


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


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D 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 pooling and servicing agreement that creates a trust whose assets include any
Serviced Companion Loan. For the avoidance of doubt, there are no Other Pooling and Servicing Agreements relating to the Trust.


 


“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 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.


 






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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-6 Pass-Through Rate, the Class A-6FL Pass-Through Rate,
the Class A-6FX Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through
Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate,
the Class G Pass-Through Rate, the Class H Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate,
the Class X-F Pass-Through Rate, the Class X-G Pass-Through Rate or the Class X-H 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


 






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Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise
qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in
this definition and which shall not be subject to liquidation prior to maturity:


 


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


 


(ii)          time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, (x) the short-term debt obligations
of which are rated in the highest short-term rating category by Fitch and (y) 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 each Rating Agency 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 each Rating Agency 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 each Rating Agency 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 and Morningstar, as confirmed in writing by each such Rating Agency 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 by such Rating
Agency) and (E) 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


 






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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 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, 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];


 


(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, Morningstar, 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)


 






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above with
respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth
in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any 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 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 the Special Servicer or any of its 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


 






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the Class R Certificate is attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


“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 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 


 






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


 


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


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-6FL, Class
A-6FX, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the Class
A-6FL and Class A-6FX Certificates) and the Class A-6FX 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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer is a Borrower Party, the Special Servicer shall nevertheless
be a Privileged Person; provided that the 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 the 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 the Master Servicer or the Certificate Administrator to
restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer
Loan and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses
any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further, however,
that any Excluded Controlling Class Holder shall be permitted to 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.


 






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


 


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


 


“Prospectus”:
The Prospectus, dated February 19, 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 Master Servicer, the 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


 






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Loan); provided, however, that such out-of-pocket expenses
shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election,
in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable,
rights under the dispute resolution mechanics pursuant to Section 2.03(l) 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) “A-” by Fitch (or, if not rated by Fitch, an equivalent rating by (A) at least two NRSROs (which
may include Moody’s and/or Morningstar) or (B) one NRSRO (which may include Moody’s or Morningstar) and A.M. Best
Company, Inc.) and (b) “A3” by Moody’s (or, if not rated by Moody’s, at least “A-” by S&P
(or, if not rated by S&P, an equivalent rating by (A) at least two other NRSROs (which may include Fitch and/or Morningstar)
or (B) one NRSRO (which may include Fitch or Morningstar) and A.M. Best Company, Inc.)); 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 or (d) “A-:X” by
A.M. Best


 






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Company, Inc. (or, with respect to any fidelity bond or errors and omissions insurance maintained by Park Bridge Lender
Services LLC in its capacity as Operating Advisor or Asset Representations Reviewer, “A-:IX” by A.M. Best Company),
or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating
Agency Confirmation.


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the
appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer
to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,
in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) is not a special servicer that has
been cited by Moody’s or Morningstar 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, and (vii) currently has
a special servicer rating of at least “CSS3” from Fitch.


 


“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 the greater of
the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified
replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as


 



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evidenced by an Opinion of Counsel (provided
at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends
to a date that is after the date five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions
to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate
Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency
Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event
has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder;
(xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it
would result in an Adverse REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be
imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller;
(xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to
the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment
of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted for
a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated
Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above
and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis;
provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a
cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates (other than the Class A-6FL
or Class A-6FX Certificates) or the Class A-6FX 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 Fitch, Moody’s and Morningstar 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,


 






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and specific ratings of
Fitch, Moody’s and Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if 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 the 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-” by Fitch
or “A3” by Moody’s.


 


“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.


 


“Registered
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB, Class A-S, Class B,
Class C, Class D, Class X-A and Class X-B Certificates.


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB, Class A-S, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class X-A, Class X-B, Class X-F, Class X-G and Class X-H Certificates.


 


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


 


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


 


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


 






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Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


“Related
Certificates” and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates
or the Class A-6FX Regular Interest, 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 set forth below:



 


	Related
                                         Certificates	 	Related
                                         Lower-Tier Regular Interest
	Class A-1 Certificates	 	Class LA1 Uncertificated
    Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated
    Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated
    Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated
    Interest
	Class A-5 Certificates	 	Class LA5 Uncertificated
    Interest
	Class A-6 Certificates	 	Class LA6 Uncertificated
    Interest
	Class A-6FX
    Regular Interest	 	Class LA6FX
    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
	Class H Certificates	 	Class LH Uncertificated
    Interest


 





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


 






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


 


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


 


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


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for
the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “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-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, REO Account”.
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  


 






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


 


“REO
Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a
nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests and the Class A-6FX 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 the Special Servicer
acquiring, maintaining, managing, inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery
Determinations with respect to an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced
Mortgaged Property. For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset
of the Trust Fund, any Trust REMIC or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 






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“Reporting
Requirements”: As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Serviced
AB Whole Loan”: Not applicable. For the avoidance of doubt, there are no Serviced AB Whole Loans related to the Trust.


 


“Serviced
Companion Loan”: (a) Any Serviced 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 Pari Passu Companion
Loan.


 


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


 


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


 


“Serviced
Mortgage Loan”: Any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Pari Passu Companion Loan”: Not applicable. For the avoidance of doubt, there are no Serviced Pari Passu Companion Loans
related to the Trust.


 


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


 


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


 






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“Serviced
Pari Passu Mortgage Loan”: Not applicable. For the avoidance of doubt, there are no Serviced Pari Passu Mortgage Loans
related to the Trust.


 


“Serviced
Pari Passu Whole Loan”: Not applicable. For the avoidance of doubt, there are no Serviced Pari Passu Whole Loans related
to the Trust.


 


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


 


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


 


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


 


“Serviced
Whole Loan”: Not applicable. For the avoidance of doubt, there are no Serviced Whole Loans related to the Trust.


 


“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 Master Servicer receives the related Periodic Payment
with respect to such Serviced Whole Loan.


 


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


 


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


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a
Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in respect
of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or
(b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an
REO Property related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause
(b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section
3.03(c), (ii) the


 






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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to 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.


 


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


 






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by or on behalf of the Mortgagor, which
documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan
that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental
reports that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


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


 


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


 


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


 


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


 


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


 






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


 






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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 Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents,
unless such default has been waived in accordance with Section 3.07 or 3.18 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 Master Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of the Directing
Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing
or (B) if a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), materially
impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially
and adversely affect the interests of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of the related
Serviced 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, 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


 






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


 


(ix)             the
Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing) determines that
(i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related
Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default
has been waived in accordance with Section 3.07 or Section 3.18 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.


 


“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 G and Class H Certificates; provided, however,
that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB, Class A-S,
Class B, Class C, Class D, Class E and Class F Certificates and the Class A-6FX


 






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Regular Interest (and, therefore, the Class A-6FL
and Class A-6FX 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 Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan) and the Serviced Companion Loans, the Special Servicer, and its successors in interest and assigns, or
any successor special servicer appointed as herein provided and (ii) 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 lease) 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)          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 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)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or 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
Master Servicer and Special Servicer, shall not constitute the Special Servicer Decision; provided, however, that
in the case of any 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


 






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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;


 


(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 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)          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;


 






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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 Master Servicer
and the Special Servicer have mutually agreed, as contemplated by Section 3.08(a) or Section 3.18(a), as applicable,
that the 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 $3,500,
in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a
rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such
Specially Serviced Loan or REO Loan.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


“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 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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) 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 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-6FL Swap Contract.


 


“Swap
Counterparty”: With respect to the Class A-6FL Certificates, Wells Fargo Bank, National Association, acting in such
capacity under the Class A-6FL Swap Contract, or its successor-in-interest.


 


“Swap
Counterparty Collateral Account”: With respect to the Class A-6FL 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-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5 (subject to the rights of the Swap Counterparty as provided in the Class
A-6FL 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


 






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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 Master Servicer hereunder
exceeds the sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing
and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject
to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable
Servicing Interest with respect to each Mortgage Loan 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-NXS5”.


 


“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 Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights


 






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under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account), the Class A-6FX
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-6FX 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 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.


 


“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, Citigroup Global Markets Inc. and Natixis Securities Americas LLC.


 


“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.


 






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


 


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


 


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


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Wells Fargo Commercial
Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, 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).


 






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“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d) and 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 such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator
of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether
to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or
the Asset Representations Reviewer pursuant to Section 12.05, 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-6FL or Class
A-6FX 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.


 


“WFCM
2015-NXS3 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of October 1, 2015, among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer,
LNR Partners, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as One Court Square special servicer, Pentalpha Surveillance
LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian and
Wilmington Trust, National Association, as trustee, as from time to time amended, supplemented or modified relating to the issuance
of the Wells Fargo Commercial Mortgage Trust 2015-NXS3, Commercial Mortgage Pass-Through Certificates, Series 2015-NXS3.


 


“WFCM
2015-NXS4 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1, 2015, among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto
Capital Advisors, LLC, as special servicer, Pentalpha Surveillance LLC, as trust advisor, Wells


 






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Fargo Bank, National Association,
as certificate administrator, tax administrator and custodian and Wilmington Trust, National Association, as trustee, as from
time to time amended, supplemented or modified relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2015-NXS4,
Commercial Mortgage Pass-Through Certificates, Series 2015-NXS4.


 


“WFCM
2016-C32 Pooling and Servicing Agreement”: 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 Wilmington Trust, National Association, as trustee, as from time to time amended,
supplemented or modified relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through
Certificates, Series 2016-C32.


 


“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.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: Any of (i) the One Court Square Whole Loan, (ii) the 10 South LaSalle Street Whole Loan and (iii) the Keurig
Green Mountain 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.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each
collection (other than Penalty Charges and Excess


 






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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-6FL 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-6FL Certificates, except with respect to Distribution Dates during which a Class A-6FL 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-6FL Certificates and Distribution Dates during which a Class A-6FL 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 Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan, on which interest accrues.


 


(iii)          Any
reference to the Certificate Balance of any Class of Principal Balance Certificates or the Class A-6FX 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-6FX Regular Interest, as applicable, on such Distribution Date after giving effect to (a) any distributions made on such Distribution
Date pursuant to Section 4.01(a), Section 4.01(b) and (c), (b) any Realized Losses allocated to such Class
of Principal Balance Certificates or the Class A-6FX Regular Interest (and correspondingly, the amount allocated to the Class
A-6FL and Class A-6FX Certificates pursuant to Section 4.04(b)), as applicable, on the immediately preceding Distribution
Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable


 






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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 or the Class
A-6FX Regular Interest (and correspondingly, the amount allocated to the Class A-6FL and Class A-6FX 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-6FL and Class A-6FX Certificates shall be equal to the Certificate Balance of the Class A-6FX Regular Interest
at all times, and any reductions or increases in the Certificate Balance of the Class A-6FX Regular Interest shall result in a
corresponding reduction or increase, as applicable, of the aggregate Certificate Balance of the Class A-6FL and Class A-6FX 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 Special Servicer of a Defaulted
Loan, the highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


(v)          Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced 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.


 


[End
of Article I]


  






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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-6FX 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; (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, it is intended that the Trustee get the benefit
of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall
use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i)
of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for
each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other
items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve
accounts and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together
with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust.
If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii)


 






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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 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


 






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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 Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Wells Fargo Bank, National
Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5”,
and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank
to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer
(in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw on such letter of credit
on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the applicable
Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating
that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer
certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the
Custodian within forty-five (45) days after the Closing Date. If a letter of credit referred to in the previous sentence is not
in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within forty-five
(45) days of the Closing Date. If not otherwise paid by the


 






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related Mortgagor, the applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be
drawn by the Master Servicer on behalf of the Trust.


 


(c)          Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing
or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except
under the circumstances provided for in the last sentence of this 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, 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


 






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of such confirmation in the related Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for
any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the Custodian,
fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment
to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)          All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor 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 Master Servicer within five (5) Business
Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders (and as holder of the Lower-Tier Regular Interests and the Class A-6FX Regular Interest) and, if applicable,
on behalf of the related Companion Holder. Such documents and records shall be any documents and records (with the exception of
any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)          The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other


 






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name to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 


(g)          With
respect to the Mortgage Loans identified as Loan Nos. 7, 10, 27, 34, 35, 36, 39, 40, 42, 44, 45, 47 and 56 on the Mortgage Loan
Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan
Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee
for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the
related franchisor (with a copy of such notice or request to the Master Servicer) within forty-five (45) days of the Closing Date
(or any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in
accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document
or acknowledgement as may be contemplated under the existing comfort letter). If the Master Servicer is unable to acquire any
such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of the Closing Date, the Master
Servicer shall 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 to each of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations
Reviewer and the Operating Advisor an officer’s certificate signed by the applicable Mortgage Loan Seller certifying that
the electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information
required under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance
with the electronic file structure reasonably requested by the Depositor (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-6FX Regular Interest), as applicable. If any Mortgage Loan Seller is


 






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unable to deliver or cause
the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with
a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements
of Section 2.01 and of this Section 2.02.


 


(b)          Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than
sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan), the Trustee,
the Certificate Administrator, the Asset 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 delivered from items which were delivered by the related Mortgage Loan Seller but
are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)          The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the 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


 






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respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)          Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from
the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage
Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance
with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related
Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer
an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal
to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may
deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit,
as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master
Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time
the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase
Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan
for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it
is attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate
setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase
or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has
delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall,
to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or
proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage


 






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Loan Seller) in accordance with
Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted Investments, at the
direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund”
under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related
Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on
income or gain with respect thereto.


 


(e)          It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in
the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as
part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC
Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)          If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller


 






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(and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in
a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and
have not been returned by the recorder’s office or filing office).


 


(g)          If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for
a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such
15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer
or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by
electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business
Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”)
to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor,
in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received
by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase
Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request
Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided
pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of
law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided
pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to
the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement,
including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide


 






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written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan,
or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the
related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and
Servicing Agreement relating to the Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXS5 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of
such 15Ga-1 Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be
the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures
set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue
of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection
with its review of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party
shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice
received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer
or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall promptly
notify the Depositor of such repurchase or replacement.


 


Section
2.03          Representations,
Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
in Mortgage Files and Breaches of Representations and Warranties. (a) The Depositor hereby represents and warrants
that:


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)          Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar


 






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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 Special Servicer shall request in writing that the applicable Mortgage Loan Seller, not later
than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s
receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material
Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery by the related Mortgage Loan
Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party
to this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in
all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional
expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan
(excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price and in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect
to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (provided
that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master
Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in


 






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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 Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting
forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable
Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates
that such Material Defect will be cured within the Extended Cure Period. Notwithstanding the foregoing, any Defect or Breach which
causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated
as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject
to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage
Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding sentence. If
the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage
Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account. In the event the
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 the Special Servicer, the 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 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


 






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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 Special
Servicer on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph
shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising any of
its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or
this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan),
(ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material
Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.


 


With
respect to any Non-Serviced Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall
constitute a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases
the Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that
the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller 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 Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor. Except
as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such
costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach
in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently
obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees
or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution,
and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and
received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or
substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if
any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with


 



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respect to each Mortgage
Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the
related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer
or the 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.


 


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 Sections 2.01(b) and 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


 






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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 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 Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged


 






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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 Master Servicer or the Special Servicer, with respect to any Material Defect.


 


(f)          The
Special Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests
and the Class A-6FX 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 and at such time as the Special Servicer would require were it, in its individual capacity, the
owner of the affected Mortgage Loan(s). Any costs incurred by the Special Servicer with respect to the enforcement of the obligations
of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered
from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein.
The 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)(viii) herein out of general collections
on the Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase
of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other
Securitization, if applicable.


 


(g)          If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Special Servicer shall
use reasonable efforts to recover such expenses for such


 






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Mortgage Loan Seller to the extent consistent with the Servicing Standard,
but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however,
that the Special Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions
by it will not impair the 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 Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Special
Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with
the Servicing Standard.


 


(h)          If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to
constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of
this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage
Loans shall remain in full force and effect without any modification thereof.


 


(i)          Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii)
in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan
Seller’s expense) to the effect that the contemplated 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


 






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to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and
the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee
of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against
the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its
respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other
party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party,
then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the
Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the
related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)          (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Special Servicer, and the 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 Special Servicer (the “Enforcing Servicer”) shall be the Enforcing Party with
respect to a Certificateholder Repurchase Request.


 


(ii)          In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller
identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan
Seller with respect to a PSA Party Repurchase Request.


 


(iii)          In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Master Servicer (in the case of Non-Specially Serviced Loans)
or the Special Servicer (in the case of Specially Serviced Loans) from exercising any of their respective


 






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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 or by a party to this Agreement), 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 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.


 






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(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 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


 






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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 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.


 


(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.


 






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(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 Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the
Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)          If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)          The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(the “Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)          The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)          Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)          After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)          Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be


 






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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 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.


 






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(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 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.


 






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(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.


 


(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-6FX 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-6FX Regular Interest,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and
the Class A-6FX 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-6FX Regular Interest to the Certificate Administrator
for the


 






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benefit of the respective Holders of the Class A-6FL and Class A-6FX Certificates. The Certificate Administrator (i) acknowledges
the assignment to it of the Class A-6FX Regular Interest and acknowledges that it has executed the Class A-6FL Swap Contract,
(ii) declares that it holds and will hold the Class A-6FX Regular Interest in trust for the exclusive use and benefit of all present
and future Holders of the Class A-6FL and Class A-6FX Certificates and the Swap Contract in trust for the exclusive use and benefit
of all present and future Holders of the Class A-6FL 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-6FX 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-6FL and Class A-6FX Certificates in authorized Denominations. The Depositor hereby directs
the Certificate Administrator to enter into the Class A-6FL Swap Contract and related agreements (including questionnaires) on
behalf of the Trust. The Depositor furthermore hereby directs the Trustee to execute the form D-1 acknowledgement relating to
that certain Insurance Policy issued by Zurich American Insurance Company of Illinois, policy number ERC-023352-00.


 


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-6FX Certificates and Class A-6FL Certificates
are hereby designated as undivided beneficial interests in the portions of the Trust Fund consisting of the Class A-6FX Specific
Grantor Trust Assets and the Class A-6FL 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 Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and
the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as provided below) to
service in accordance with applicable law, this Agreement and the Mortgage Loan documents 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-6FX Regular Interest), as a collective whole, taking
into account the subordinate or pari passu nature of such Companion Loans (as determined by the Master Servicer or the
Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement
(and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement)
and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate
or pari passu nature of the


 






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Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between
this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that
in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action
in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master
Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced
Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with
which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by
the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of
principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an
REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related
Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any
related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion
Loan constituted a single lender), taking into account the subordinate or pari passu nature of the related Companion Loan),
as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving
due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured
housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship that
the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor,
any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate
of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to
a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer,
as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer or
the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement
for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of
(a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine
loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the
case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or
any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine
financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer,
or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master
Servicer or the


 






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Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively
referred to as the “Servicing Standard”).


 


The
Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i)
any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided
herein with respect to Non-Specially Serviced Loans in connection with any Major Decision or Special Servicer Decision and (ii)
any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue
to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect
to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing
Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred,
and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for
herein; provided, further, however, that the Master Servicer shall not be liable for failure to comply with
such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Master
Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The
Master Servicer, in its capacity as Master Servicer, shall not have any responsibility for the performance by the Special Servicer,
in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer,
shall not have any responsibility for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties
under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue
as such until satisfaction of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section
3.19 and in accordance with the terms of this Agreement, the Master Servicer shall be obligated to service and administer
any Non-Specially Serviced Loan or any related Serviced Companion Loan. The Special Servicer shall make the property inspections,
use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward to the
Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance
with Section 3.12. Other than with respect to WFB Mortgage Loans, after notification to the Master Servicer, the Special
Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial
information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through and with the
cooperation of the Master Servicer. No provision herein contained shall be construed as an express or implied guarantee by the
Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related
Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement to the
Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed
for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee
is intended solely to provide liquidity for the benefit of the


 






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Certificateholders and not as credit support or otherwise to impose
on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans.
No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason that
any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery
is less than the amount reflected in such determination.


 


(b)          Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer (with respect to (x) Special Servicer Decisions and Major Decisions on the
Mortgage Loans that are Non-WFB Mortgage Loans, and (y) the Specially Serviced Loans and REO Properties), in its own name (or
in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced
Companion Loan it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and
related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments
of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full
release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or
to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below
in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect
to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required
to be provided to them pursuant to the related Mortgage Loan documents. The Trustee shall (i) on the Closing Date, furnish to
the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special
Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer
any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or
such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other
documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its
servicing and administrative duties hereunder; provided, however,


 






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that the Trustee shall not be held responsible
or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any
such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary,
the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written
notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required
in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard)
prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate
the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity)) or (ii) take any action
with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


 


(c)          To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as
to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible
for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 






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(d)          The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)          The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)          Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant
to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as
having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section
2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such
letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as
subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer
or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit
is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter
of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with
the reasonable requests of the Master Servicer or the Special Servicer in connection with making a draw under such letter of credit.
If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as
and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related
Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails
to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from
such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount
of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the
applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the
related Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage
Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)          Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)          Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the


 






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extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)          The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any
Serviced 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
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing
agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of
determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing
Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by
the Master Servicer,


 






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reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority
as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)          The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole
Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a
downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 


(m)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)          In
connection with the securitization of any Serviced Companion Loan, upon the request of (and at the expense of) a related Serviced
Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is
a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that


 






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such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(o)          For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator 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 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.


 


Section
3.02          Collection
of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each 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 Master Servicer and the Special Servicer shall not take any enforcement action with respect to the
failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity
Date of the related 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 Master Servicer or the Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with
the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive
any Penalty Charge in connection with any 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 the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any
Penalty Charge in connection with any delinquent payment on a Mortgage Loan or 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 Master Servicer
or the Special Servicer, as the case may be, has, prior to the occurrence of a Consultation Termination Event, given notice of
a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event,
the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or the Special
Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five
(5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver);
provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master
Servicer or the Special Servicer, as the case may be, may waive any Penalty


 






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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;


 


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);


 






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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);


 


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,


 






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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 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


 






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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.


 


(c)          To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)          In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure
of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be
construed to limit the provisions of Section 3.02(a).


 


(e)          With
respect to any Mortgage Loan or Serviced Pari Passu Companion Loan in connection with which the Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such
letters of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer
may continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as


 






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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)          Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable
party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of
the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder
of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The
Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account
all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any
related REO Property.


 


Section
3.03          Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall establish and maintain one
or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained,
and shall administer such Servicing Accounts in accordance with the 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 documents. Withdrawals of amounts so deposited from a Servicing Account may
be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the
Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be
determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law
or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer;
(v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness
under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the
extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination
of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause
to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related
Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit
to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by
the related Mortgage Loan


 






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documents
and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


 


(b)          The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each 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 Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as
Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan)and Companion Loan.
Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts
(including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage
Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the
payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer,
in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable,
that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the
Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due and, in any
event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment
of such items.


 


(c)          In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor
has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if
made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect to
the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and (ii) the date 


 



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prior to the date after which any penalty or
interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the
Special Servicer may make a Servicing Advance. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer
shall deliver to the Master Servicer request for reimbursement for such Servicing Advance, along with all information and documentation
in the Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request,
and the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse the Special Servicer for
any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the
terms hereof), together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the
written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated
in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance
and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer
shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer
actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing
Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent
as the Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special
Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required
to reimburse the Special Servicer out of its own funds for, or to make at the direction of the Special Servicer, any Servicing
Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance, although not characterized by
the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer
shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall
instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination 


 



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Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer
with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled
to conclusively rely on such a determination, but such determination shall not be binding upon the Master Servicer, and shall
in no way limit the ability of the Master Servicer in the absence of such determination to make its own determination that any
Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any
previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its
own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable
Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further
as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment
of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders,
be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding
that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails
to make any required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has
actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior
Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any
Servicing Advances under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make
a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to
such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the
Special Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i)
the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the
priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion
Loan; provided that in each instance, the Master Servicer or the Special Servicer, as the case may be, determines in accordance
with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure
is in the best interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loans). The Master Servicer or the Trustee may elect
to obtain reimbursement of 


 



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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 Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)          To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section
3.04          The Collection Account, the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess
Interest Distribution Account, the Gain-on-Sale


 



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Reserve
Account and the Class A-6FX Regular Interest Distribution Account. (a) The Master Servicer shall establish and maintain, or
cause to be established and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited
on a daily basis and in no event later than the second Business Day following receipt of available and properly identified funds
(in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off
Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other
than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)          all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)          all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)          late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)          all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that
are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are
received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated
Advances in respect of the related Mortgage Loans;


 


(v)          any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)          any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 



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(vii)          any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; 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 Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into
the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the
Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer
and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only
be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection
Account for the Master Servicer shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer
shall give written notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location
of the Collection Account prior to any change thereof.


 


(b)          The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Class A-6FX Regular Interest Distribution 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. The Master Servicer shall deliver to 


 



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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 (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 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-6FX 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 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 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 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 Master Servicer shall withdraw from the Collection Account (or applicable portion thereof)
an aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans
prior to such dates; provided, however, that in no event shall the Master Servicer be required to transfer to the
Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to this
Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; (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-6FX 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,
the Master Servicer shall, as and when 


 



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required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)          any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)          any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)          any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)          any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof),
the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until
(but not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement
to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(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-6FL Sub-Account,
an aggregate amount of immediately available funds 


 



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equal to the Class A-6FL Percentage Interest of Class A-6FX/A-6FL Available
Funds and the Class A-6FL Percentage Interest of any Prepayment Premiums and Yield Maintenance Charges actually collected and
allocated to the Class A-6FX Regular Interest for such Distribution Date as specified in Section 4.01(b) and Section
4.01(e) and (ii) the Class A-6FX Sub-Account, an aggregate amount of immediately available funds equal to the Class A-6FX
Percentage Interest of the Class A-6FX/A-6FL Available Funds and the Class A-6FX Percentage Interest of any Prepayment Premiums
and Yield Maintenance Charges actually collected and allocated to the Class A-6FX 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-6FX 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 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-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5 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-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5 as their interests may appear. None of the Trust,
the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted
Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


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-6FX 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 Servicer
and the Depositor of the proposed location of the Interest 


 



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Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and, if established, the Gain-on-Sale Reserve Account prior
to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding the Class V Specific Grantor Trust Assets,
the Class A-6FL Specific Grantor Trust Assets and the Class A-6FX Specific Grantor Trust Assets and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
and the Class A-6FX 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-6FL and Class A-6FX Certificates, respectively; the Companion Distribution Account (including
interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders; and the Upper-Tier
REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier
REMIC, each for federal income tax purposes.


 


(c)          Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or the Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)          Following
the distribution of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which there are
no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator
shall terminate the Excess Interest Distribution Account.


 


(e)          The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and
remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such 


 



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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-6FX
Regular Interest Distribution Account as a sub-account of the Distribution Account. The Class A-6FX Regular Interest Distribution
Account shall have the following two sub-accounts: (i) a sub-account (the “Class A-6FL Sub-Account”), which
shall be held in trust for the benefit of the Holders of the Class A-6FL Certificates and the Swap Counterparty, as their interests
may appear, and (ii) a sub-account (the “Class A-6FX Sub-Account”), which shall be held in trust for the benefit
of the Holders of the Class A-6FX Certificates. The Class A-6FX 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-6FX 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 Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, 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 Account, the Distribution Accounts and the Companion Distribution Account. (a) The Master Servicer
may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account exclusive
of the Companion Distribution Account) for any of the following purposes (the following not being an order of priority and without
duplication of the same payment or reimbursement):


 



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(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
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 Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating
to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (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, (C) to pay the Operating Advisor (or
the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each
Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with
respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being
limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely
with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section
12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in 


 



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connection with any Asset Review performed as
a result of an Affirmative Asset Review Vote;


 


(iii)          to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed
Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled
to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage
Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal
to the extent provided in clause (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 Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (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 the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance
becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication,
thereafter 


 



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be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections
or recoveries of principal to the extent provided in clause (v) below; provided, further, that if such Advance
becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)          to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general
collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (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 the Collection Account; provided, further, that with respect to a Serviced
Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall
be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect
to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided
that, with respect to any 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 the Collection Account related
to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO
Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery
Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts
received in connection therewith;


 



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(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 (including any
such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)          to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage
Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)          in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of
the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause
(vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and
Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (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 


 



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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;


 


(ix)          to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(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 the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses
incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not
needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(d));


 



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(xi)          to
recoup any amounts deposited in the Collection Account in error;


 


(xii)          to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in 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 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 any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 



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(xv)          to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)          to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating 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)          to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxi)          to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced 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.


 


The
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 the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset
Representations Reviewer from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate
of a Servicing Officer of the Special Servicer, or an officer of the Operating Advisor or the Asset 


 



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Representations Reviewer or
a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan
and property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection Account.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan, as applicable.


 


(b)          The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)          to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(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, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund,
(D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 



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(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 Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)          to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)          to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


 


(viii)          to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)          termination
of this Agreement pursuant to Section 9.01.


 


(c)          The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(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-6FX Regular Interest Distribution Account in respect of the Class A-6FX 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-6FX Regular Interest Distribution Account (and the Class A-6FX
Sub-Account and Class A-6FL 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-6FX Regular Interest Distribution Account in error and pay such amounts to the Persons
entitled thereto;


 


(ii)          to
pay any funds required to be paid to the Swap Counterparty under the Class A-6FL Swap Contract as specified in Section 3.34(c),
and to pay costs or expenses, if any, related to the Class A-6FL Swap Contract, in each case from the Class A-6FL Sub-Account
only, pursuant to Section 3.34(e);


 



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(iii)          to
make distributions to the Holders of the Class A-6FL and Class A-6FX Certificates, as applicable, pursuant to Section 4.01(b);
and


 


(iv)          to
clear and terminate the Class A-6FX Regular Interest Distribution Account (and the Class A-6FX Sub-Account and Class A-6FL 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 Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees
payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi)
then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(g)          If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer
of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall
have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution
Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master
Servicer for deposit into the Collection Account for the following purposes:


 


(i)          to
reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest
on such Advances);


 


(ii)          to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)          to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 



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(iv)          following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)
- (iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i) -
(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)          On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i) - (iii) to offset any portion of Realized Losses
that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any
Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)          Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i) - (iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i) - (iv) of the prior paragraph.


 


(i)          The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section
3.06          Investment
of Funds in the Collection Account and the REO Account. (a) The Master Servicer may direct any depository institution maintaining
the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment
Account”), the Special Servicer may direct any depository institution maintaining the REO Account (also for purposes of
this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may itself invest,
the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless
payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining such
account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant
to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the
Master Servicer or the Special Servicer, as the case may be, on behalf of the Trustee (in its capacity as such) for the benefit
of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value
Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous
physical possession of any 


 



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Permitted Investment of amounts in the Collection Account, the Companion Distribution Account, the
Servicing Accounts, Loss of Value Reserve Fund or REO Account, as applicable, that is either (i) a “certificated security,”
as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other
property in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable
law. In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section
8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as the case may be, shall take or cause to be taken such
action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event
amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer
(in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master
Servicer) or the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer)
shall:


 


(i)          consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount
required to be withdrawn on such date; and


 


(ii)          demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)          Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized
on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be
incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case may be, would
have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer,
as the case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account,
Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later



 



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than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer
or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)          Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section
3.07          Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Master Servicer (with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special Servicer
(with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by the
terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided
in the next sentence with respect to the Master Servicer or the Special Servicer, as the case may be). If the Mortgagor does not
so maintain such insurance coverage, subject to its recoverability determination with respect to any required Servicing Advance,
the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all
insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest therein
and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained
at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Termination Event
and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage is not available or not
available at commercially reasonable rates to be made with the consent of the Directing Certificateholder (or, with respect to
any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent
of the holder of the related AB Subordinate Companion Loan)) by the Master Servicer (with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties
other than any Non-Serviced Mortgaged 


 



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Property)
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the
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, the Master Servicer or, with respect to REO Property, the
Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the
Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with
respect to the immediately preceding proviso, the Master Servicer shall be obligated to use efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from terrorist
or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the 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 Master Servicer or the Special Servicer, as the case may be, and, if available, can be obtained at commercially
reasonable rates. The Master Servicer and the Special Servicer shall be entitled to rely on insurance consultants (at the applicable
servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section
3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last
sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property)
no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless the
Special Servicer determines ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan, with the consent of the Directing Certificateholder) that such insurance is not available at commercially
reasonable rates or that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled
to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or
the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on
behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage
Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance
maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement
cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance
owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable
without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which case such policy
shall not be cancelled without ten (10) days’ prior notice) and (vi) subject to the first proviso in the second sentence
of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies.
Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance Policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or REO Property or 


 



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amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion
Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by
the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance
and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently
available at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types
and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires
from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions; provided that the Master Servicer shall be entitled to conclusively rely upon certificates of insurance in
determining whether such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against
the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance
and (C) notify the Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has
knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A)
and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer
pursuant to clause (B) above. If the Special Servicer determines in accordance with the Servicing Standard that such failure
is not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use
efforts consistent with the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the expense
of the Trust) shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled
to rely on 


 



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insurance consultants (at the expense of the Master Servicer) in determining whether Additional Exclusions exist. Furthermore,
the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5
Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal
Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal
Balance of the Mortgage Loans then included in the Trust. During the period that the Special Servicer is evaluating the availability
of such insurance or waiting for a response from the Directing Certificateholder, neither the Master Servicer nor the Special
Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain)
such insurance and will not be in default of its obligations as a result of such failure and the Master Servicer will not itself
maintain such insurance or cause such insurance to be maintained.


 


(b)          (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any
Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there
shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 


(ii)          If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties 


 



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and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered
thereby) shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 


(c)          Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Notwithstanding the foregoing, so long as the long-term debt or the deposit obligations or claims-paying ability
of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A3” by Moody’s and “A-” by Fitch, the Master Servicer (or its public parent)
or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to 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 Master Servicer or the Special Servicer under a policy or bond obtained
by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required by this Section 3.07(c)
shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master Servicer will promptly
report in writing to the Trustee any material changes that may occur in their respective fidelity bonds, if any, and/or their
respective errors and omissions insurance policies, as the case may be, and will furnish to the Trustee copies of all binders
and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.


 


(d)          At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an 


 



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insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable),
and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such
additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.
If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing
Advance for such costs.


 


(e)          During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (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 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:


 


(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)          provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any Mortgage Loan that is not a Specially Serviced Loan and provided that the matter does not involve
a Special Servicer 


 



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Decision or a Major Decision with respect to any Non-WFB Mortgage Loan) or the 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) the Master
Servicer or the Special Servicer, as the case may be, shall obtain the prior written consent of (x) in the case of the Master
Servicer, the Special Servicer, provided that such consent will be deemed given (unless earlier objected to by the 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 Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendation
and analysis with respect to such waiver and all information reasonably requested by the Special Servicer and reasonably available
to the Master Servicer in order to make an informed decision with respect to such waiver and (y) in the case of the 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 the 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 the Master
Servicer and the Special Servicer’s recommendation with respect to such waiver), together with such other information reasonably
requested by the Directing Certificateholder, and reasonably available to the 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, the 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 the 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 the Master Servicer and the Special Servicer’s recommendation with respect to such waiver), together
with such other information reasonably requested by such holder, and reasonably available to the 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, the 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), the Master Servicer or the Special Servicer, as the case may be, prior to consenting
to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in 


 



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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), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer,
as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review
Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information
provider) in accordance with Section 3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain
conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this
Agreement, the 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 Master Servicer, on behalf of the Trustee as 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(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 (or a related Serviced Pari Passu
Companion Loan), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the
Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request
and the Master Servicer shall have no further obligation with respect to such request or the related 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:


 



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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 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 (and any related Companion Loan, if applicable) is serviced under this Agreement, the 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 a Non-WFB Mortgage Loan) or the 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 any 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 Master Servicer or the Special Servicer, as the case may be, shall obtain the prior written consent
of (x) in the case of the Master Servicer, the Special Servicer, provided that such consent will be deemed given (unless
earlier objected to by the 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 Special Servicer’s receipt from the Master Servicer of the Master
Servicer’s written recommendation and analysis with respect to such waiver and all information reasonably requested by the
Special Servicer and reasonably available to the Master Servicer in order to make an informed decision with respect to such waiver
and (y) in the case of the 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 the 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 the Master Servicer and the Special Servicer’s recommendation with respect to such
waiver), together with such other information reasonably requested by the Directing Certificateholder, and reasonably available
to the 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, the 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 the 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 the Master Servicer and the Special Servicer’s
recommendation with respect to such waiver), together with such other information reasonably requested by such holder, and reasonably
available to the 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, the Special Servicer shall consult with the 


 



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Directing
Certificateholder pursuant to Section 6.08(a) hereof, and (ii) the Master Servicer or the Special Servicer, as the case
may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance
of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has
a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance
of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one
of the ten 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 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 Special Servicer shall (if not already
provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use
reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance
such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee (provided that certain conditions 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 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 


 



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determining whether conditions are
satisfied, the 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 (or a related Serviced Pari Passu
Companion Loan), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the
Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request
and the Master Servicer shall have no further obligation with respect to such request or the related 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 Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision of any
such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the
Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider
(for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a
Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section
3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)          [Reserved.]


 


(f)          The
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 Special Servicer and the 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 Master Servicer’s or the Special
Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and any additional



 



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information the Directing Certificateholder may reasonably request from the 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 the 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).


 


(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Section 3.08(a) or 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).


 


Section
3.09          Realization
Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related
to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to
the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The
Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section
3.24, subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder
or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf
of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan)
and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust
Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the Special Servicer shall not be
required to make a Servicing Advance and expend funds toward the restoration of such property unless the Special Servicer has
determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged
Property to Certificateholders after reimbursement to the Master Servicer for such Servicing Advance, and the Master Servicer
or the Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon
would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such proceedings
shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to
require the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the
Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section
3.16(b) and the results


 



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of any Appraisal obtained pursuant to the following sentence,
all such bids to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer
deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted
Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the Special Servicer
or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent
MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)          The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)          such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)          the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)          such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)          there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion 


 



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Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall
be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall
be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor
Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal
to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any
such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental
Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense
of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii)
of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with
respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests and
the Class A-6FX 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 Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or
with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but
prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan),
with the consent of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from
the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((A) prior
to the occurrence 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 


 



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Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate
Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing
Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented
or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s posting
such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed
consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such
written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the
Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under
the related Mortgage Loan documents.


 


(e)          The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted
Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either of the
conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case
until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable
Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)          The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and
required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master
Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such
information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)          The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)          The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
(other than with 


 



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respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I
Advance Determination Date.


 


Section
3.10          Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be,
of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or the
Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related
Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and
shall include a statement to the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to
enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as
release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency)
of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or the
Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or
its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole
Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account.


 


(b)          From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release
signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein
to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such
document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master
Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan,
the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)          Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided
by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the
preparation of all such documents and pleadings. When 


 



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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 the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11          Servicing
Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing
Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to
any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially
serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing
Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance
of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such
Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due
on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue
if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced
Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation
Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan
and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall
be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of
related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable
as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except
as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor
Agreement.


 



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The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following
amounts to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement); provided that with respect to such transactions, the consent and/or
processing of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent
is required (including, without limitation, a modification, waiver, extension or amendment processed by the Special Servicer),
then the 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 the Master Servicer is processing the underlying assumption related transaction
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (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 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 Special Servicer is not required to
take such actions; 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 Special Servicer’s consent or approval is required (including, without limitation, an assumption, waiver, consent or
other action processed by the 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 Master Servicer shall be
entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan
or Specially Serviced Loan) any charges for beneficiary statements or demands and other customary charges, amounts collected for
checks returned for insufficient funds and reasonable review fees in connection with any Mortgagor request to the extent such
review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually paid by or
on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion
Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d),
the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent
provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection
Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including
the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits in the 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 


 



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Prepayment Interest Excesses and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced
Pari Passu Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest
Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


Notwithstanding
anything herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party
or retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation
or termination of the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee
to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master
servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at
a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall,
by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable
Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is
entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank,
National Association as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)          As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO
Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any
related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing
Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to
the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the
provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.
The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional
servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or
amendments of any Specially Serviced Loans, (ii) 100% of all assumption application fees and other similar items received with
respect to the Mortgage Loans for which the 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, and
(iv) 50% of all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.18,
100% of assumption fees and other similar fees received with respect to 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 Special Servicer’s processing, consent or approval
is required, shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to
the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to
Section 3.04(a). Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income
earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent
of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be
entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable
review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage
Loan documents, and only to the extent actually paid by the related Mortgagor. The Special Servicer shall also be entitled to
additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on
such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after receipt by the Special
Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such
amount shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event
the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special
Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including
any related Serviced Companion Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each
collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee
Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again
becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced
Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced
Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any
and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the
time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes
a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout
Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance
or cured the event of default through a modification, restructuring or workout negotiated by the 


 



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Special Servicer and evidenced
by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan
solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special
servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a
Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation
Fee (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 Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance
and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to
the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect
to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout
Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such
Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement,
as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer
will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of
its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation,
payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and
the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the
Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


(d)          In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on servicing advances reimbursed by such trust to any party under the 


 



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applicable Non-Serviced PSA,
which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional
expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. 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, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within one
(1) Business Day following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the 


 



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extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.12          Inspections;
Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed
(at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve
(12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar
year 2017 (and each Mortgaged Property shall be inspected on or prior to December 31, 2018); provided, however,
that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer
will not be required to perform, or cause to be performed, such physical inspection; provided, further, that the
Special Servicer shall inspect or cause to be inspected the Mortgaged Property relating to any Specially Serviced Loan as soon
as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage
Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of
the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed
first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to
Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to
the terms of the related Intercreditor Agreement (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 Special Servicer or the Master Servicer,
as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any
damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at
the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the
case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report
has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which
the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special
Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the
preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property.
The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic
format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the
Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan that is a Specially Serviced Loan). Within five (5) Business 


 



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Days after request for copies of such reports by the Rating Agencies, the Special Servicer or
the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared
by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for review by Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan that is
a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver or
make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder
(which request may state that such items may be delivered until further notice).


 


(b)          The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion
Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan)
documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls
more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan
documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to
be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The
Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master
Servicer and the Special Servicer, as applicable, shall deliver copies of all the foregoing items so collected to the Trustee,
the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty
(60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing
2017. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or
the Special Servicer, as the case may be, shall deliver electronic copies of such items to the Certificate Administrator to be
posted on the Certificate Administrator’s Website. The Master Servicer or the 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 Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans that 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:


 


(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 Loan documents to deliver and does deliver,
or otherwise agrees to provide and does 


 



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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 Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic format) of each CREFC®
Operating Statement Analysis Report and 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 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 Master Servicer in preparing
the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available
copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and the related operating statements or rent
rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan), the Special Servicer,
and the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website.


 


(c)          At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans
(excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged
Property), providing the information required of the Special Servicer in an electronic 


 



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format, reasonably acceptable to the Master
Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall
include data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report
and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each
case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning March 2016, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File,
and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in
the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master
Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination Date, (E)
CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance
Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered
pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not later than 5:00
p.m. (New York City time) on the P&I Advance Date beginning March 2016, the Master Servicer shall deliver or cause to be delivered
in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later
than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning March 2016, the 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 Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of
business on the Business Day prior to the Business Day on which the report is due.


 


(e)          The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided
by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are,
in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section
3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section
3.12(b) or Section 3.12(c), the 


 



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Master Servicer shall have no obligation to provide such information or reports to
the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by
the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section
3.12(c) of this Agreement.


 


(f)          Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) making such statement, report or information available on the
Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section
3.13          Access
to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be provided
to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any
Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal
Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any 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, 


 



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the related Companion Loan, and the Trust within
its control which may be required by applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate
Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested
by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment
(other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf
of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making
such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable
prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The
failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of
a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information
and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit
X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any
intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan
if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would
constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure
of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to
this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer,
as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that
such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the
Master Servicer or the Special Servicer may refrain from disclosing information that it reasonably determines would prejudice
the 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 Master Servicer or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or forward electronically)
or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies
of any appraisals, operating statements, rent rolls and 


 



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financial statements (in each case, solely relating to the related Serviced
Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained
by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the
Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
may have under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence
Files.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)          The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)          the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(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;


 



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(iii)         The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)          all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)         The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)          summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


 


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(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 the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 



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(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)           any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)          any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)          any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)           any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)          any
notice of termination pursuant to Section 9.01;


 


(L)          any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)         any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)          any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(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


 



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(S)          any
attestation reports delivered to the Certificate Administrator;


 


(T)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)         any
Proposed Course of Action Notice;


 


(vi)         the
“Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(vii)        solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b).


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and
reports related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect
to the Master Servicer, in electronic form) of an investor certification substantially in the 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 Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the 


 



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form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new
investor certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at
a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the
form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an
Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder
that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including
any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may
be, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect
to any related Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered
to the Certificate Administrator in accordance with Section 3.33.


 



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Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any
such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its 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.


 


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-NXS5” 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);


 



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(ii)           any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)          any
notice of final payment on the Certificates;


 


(iv)          any
environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)           any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)         any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)            any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)           any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)          any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)         any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)        any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)         any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)        any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any 


 



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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(c), Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)         any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt 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-NXS5” 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 


 



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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-NXS5”
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 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 Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional
information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited
by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including,
without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of the Master
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer
it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor
and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of
Exhibit X or (z) a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or the Special Servicer’s website, and (B) acknowledge that the Master Servicer or the Special
Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such
information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special
Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative
agreement as to the confidential nature of such information. In 


 



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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 Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification
executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential
(except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to
any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such
other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor
related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest
therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder
may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment
advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered
by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may
be.


 


(f)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(g)          The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the
occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 



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(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 Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the
Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, servicing operations
in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other
deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has
been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to
use such information in undertaking credit rating surveillance with respect to the Certificates; provided, however,
that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly
available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that
they have access to) other than pursuant to this Section 3.13(h).


 


(i)          The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14          Title
to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single member limited
liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall be issued
in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and
otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the
related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan
is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable, the related
Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year in
which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time
no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided
in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the
Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion
of Counsel, addressed to 


 



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the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO
Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an
Adverse REMIC Event. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel,
as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)          The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests and the Class A-6FX Regular Interest), for the retention of revenues and other proceeds derived from each REO Property.
The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account,
within 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 Special Servicer shall give notice to the Trustee, the Certificate Administrator,
and the Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior
to any change thereof.


 


(c)          The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property. On 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 Special Servicer shall withdraw from the REO Account and remit to the Master Servicer,
which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts
received in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out
of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account;
provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard,
such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination
Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the
Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit
in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the
Special Servicer on the Determination Date (or with respect to a


  



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Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)          The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


Section
3.15          Management of REO Property. (a) If title to any
REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO 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-6FX 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 “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income
from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event.
Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection
therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole
Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests and the Class A-6FX 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 Special Servicer in its reasonable judgment in accordance with the Servicing Standard).
Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all
purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial
mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within
the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or
operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited
on a daily basis (and in no event later than 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.



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To the extent
that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses
(i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the
Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such
amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the
Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan,
and prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made,
constitute Nonrecoverable Servicing Advances.


(b)          Without
limiting the generality of the foregoing, the Special Servicer shall not:


(i)           permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


(iii)         authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


(iv)         Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


unless, in any such case, the Special
Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to
the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


(c)          The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


(i)           the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


(ii)          the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;



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(iii)          any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection
(a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


(iv)          none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


(v)           the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


(d)           When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with 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 Special Servicer shall order (but
shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the
fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the Special
Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer
shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its
receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed
circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances
and new information in accordance with the Servicing Standard including, without limitation, the period and amount of the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy; provided that the Special
Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its
fair value determination.


(ii)          If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a
Specially Serviced Loan) or the Master Servicer (with respect to a



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Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable,
will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


(iii)          If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, 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 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. The Special Servicer is required
to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and (other than in respect of any
Excluded Loan) the Directing Certificateholder not less than ten (10) days’ prior written notice of its intention to sell
any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the
Defaulted Loan for the Purchase Price or may accept the first cash offer received from any Person that constitutes a fair price
for the Defaulted Loan.


(iv)          (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at
least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer shall solicit offers and, subject to subclause (B) below, accept the highest offer received from any
Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person
other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes a
fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal,
updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among
other factors, the period and amount of the occupancy level and



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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
Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such
Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and
will be reimbursable as, a Servicing Advance by the Master Servicer.


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any Mortgage
Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination Event
shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole
Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and,
in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder



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(as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender).
In addition, the Special Servicer may accept a lower offer from any Person other than an Affiliate of the Special Servicer if it
determines, in its reasonable 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 perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not
the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts
to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation
to make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything
other than the related Appraisal.


(v)          Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other
resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure, as
the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.


(b)          (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, not less than ten (10) days’ prior written notice of the Purchase Price and its intention
to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case the Special Servicer
shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price
therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of
the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act as
broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that
does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into
at arm’s length.


(B)          In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause
(C) below, accept the



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highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest 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 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.


(C)          The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


(D)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real



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estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


(ii)          Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor 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 Special Servicer or the Trustee.


(c)          Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether
any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Trustee if the offeror
is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage
Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written
consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if
the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written
notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for
such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan 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



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information and other documents being provided to other offerors and all leases or other documents
that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of the related
Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan;
however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding
the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery
or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required to determine
whether a cash offer by an Interested Person constitutes a fair price, the Trustee shall (at the expense of the offering Interested
Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least
five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable
care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a
commercially reasonable manner in making such determination. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within
thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from
the applicable Interested Person.


(e)          (i)
Notwithstanding anything in this Section 3.16 to the contrary, 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 Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.



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Section
3.17          Additional Obligations of Master Servicer and Special Servicer.
(a) The Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest
Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC
Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. The Master Servicer shall deliver
the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent
for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.


(b)          The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


(c)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such
an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer;
it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal
collections as described above prior to payment from other collections). In connection with a potential election by the Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee
shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection
period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or
portion thereof); provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects,
in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a one-month collection period will exceed the full amount of the principal portion of general collections on or
in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee,
as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such
determination for posting on the 17g-5 Information Provider’s Website pursuant to



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Section 3.13(c), unless extraordinary
circumstances make such notice impractical, which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines
in its sole discretion that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable
Advance, (ii) changed circumstances or new or different information becomes known to the Master Servicer or the Trustee, as the
case may be, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer
reimbursement of a Nonrecoverable Advance or the determination in clause (i) above, or (iii) in the case of the Master Servicer,
it has not timely received from the Trustee information required by the Master Servicer to determine whether to defer reimbursement
for a Nonrecoverable Advance. If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing
sentence apply, the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of
the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required
by the preceding or second preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election
whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master
Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice
provided to the Rating Agencies contemplated by this Section 3.17(c).


The foregoing shall
not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person
to comply with the conditions to making such an election under this section 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 Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring
such reimbursement, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior
to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as the case may
be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions
over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise)
and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate



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reimbursement of Nonrecoverable
Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other
parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders
for any such election that such party makes as contemplated by this section or for any losses, damages or other adverse economic
or other effects that may arise from such an election, nor shall such election constitute a violation of the Servicing Standard
or any duty under this Agreement. Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making an
election, or refraining from making an election, that is authorized under this Section 3.17(c).


No determination by
the Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


With respect to any
modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master
Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification
or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


(e)          Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer or
the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or amendment
of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


Section
3.18          Modifications, Waivers, Amendments and Consents.
(a) Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d),
Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions
set forth thereunder (including, without limitation, the 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-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



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consult with the
Master Servicer or the 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 a Non-WFB Mortgage Loan, the 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 Special Servicer (it being understood that the Master Servicer will promptly provide
the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written
recommendation and analysis, and all information reasonably available to the Master Servicer that may be reasonably requested
by the Special Servicer in order to grant or withhold such consent); provided that such consent shall be deemed given (unless
earlier objected to by the Special Servicer) within fifteen (15) Business Days of the Special Servicer’s receipt from the
Master Servicer of the Master Servicer’s written recommendation and analysis with respect to such modification, waiver or
amendment and all information reasonably requested by the Special Servicer and reasonably available to the 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 Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the 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 Special Servicer). Notwithstanding the foregoing, subject to the rights
of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment
pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s consent rights pursuant
to this subsection (a) if any such modification, waiver or amendment constitutes a Major Decision, the Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer, may modify or amend the terms of any



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Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any
ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions
therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related
Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, such modification or
amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within
the meaning of Treasury Regulations Section 1.860G-2(b).


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating
Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating
Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise
cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an
Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents,
and if so prohibited, at the expense of the Trust) with respect thereto).


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a 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 (or a related Serviced Pari Passu Companion Loan),
the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request and the Master
Servicer shall have no further obligation with respect to such request or the related Special Servicer Decision or Major Decision.


(b)          If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by
an Officer’s Certificate of the Special Servicer), is reasonably likely



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to produce a greater (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer
may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section
3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other than any Excluded Loan, prior to the occurrence
and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or after the occurrence and during
the continuance of a Control Termination Event, but prior to 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 Special Servicer with respect
to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement
or mezzanine intercreditor agreement, as applicable; provided that in the case of any release or substitution of
collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution
would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


In connection with
(i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan
if such modification, waiver or amendment would (1) extend the maturity date of any such



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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 Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18 and subject
to the Special Servicer’s consent rights pursuant to Section 3.18(a) if any such waiver, modification or amendment
constitutes a Major Decision) or the 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, the Master Servicer or the Special Servicer may obtain and rely upon (and shall provide to the Trustee
and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person
requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid
out of the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer or the Special Servicer,
as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent
permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special
Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of
a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next
Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.



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(e)          Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in connection with such request; provided that the
charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


(f)          All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


(g)         With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18 hereof,
the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder (other than (i) following
the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder
(unless, with respect to a 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 Master Servicer shall provide written notice
of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the Special
Servicer shall, prior to the occurrence of a Consultation Termination Event and other than with respect to an Excluded Loan, forward
such notice to the Directing Certificateholder), the applicable Companion Holder (unless, with respect to a holder of an AB Subordinate
Companion Loan, an AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such
Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and
the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master
Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart
of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days)
following the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt of the Master Servicer’s
or the Special Servicer’s, as the case may be, delivery



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of the aforesaid modification, waiver or amendment to the Certificate
Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class
R or Class V Certificates). With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring
additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent
pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent
pursuant to Section 3.18(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 Master Servicer or the 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 Special Servicer or the Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information,
(1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio
calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such
Mortgage Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting Package is amended
to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and
the Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended
CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D
in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act,
the additional report in the form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer,
the Special Servicer and the Certificate Administrator may agree on a different delivery time and format for the information set
forth in this paragraph.


(h)          The
Master Servicer shall process all defeasance transactions. Notwithstanding the foregoing, the Master Servicer shall not permit
(or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government
securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable
Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion
thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property
will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage
Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv)
to the extent consistent with the related Mortgage Loan documents



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and, if applicable, Companion Loan documents, the Mortgagor shall
establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible
under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan
documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25); provided, further, however, that no such confirmation
from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially
in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such
Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000, (ii) a Mortgage Loan that represents
less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage Loan that is not one of the ten
largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to
pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent
with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the
extent set forth in the applicable Mortgage Loan Purchase Agreement.


(i)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer reasonably determines that allowing their
use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion
of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion
Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements
set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; and provided,
further, that such securities are backed by the full faith and credit of the United States government, or the Master Servicer
shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be



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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
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be
Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged
Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or
Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained
in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer
in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account,
the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property
into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its
Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and not as a prepayment of
the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a
leap year).


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case may be, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid
out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer
shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion
of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will
not cause an Adverse REMIC Event.



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(m)          Notwithstanding
any other provisions of Section 3.08 or this Section 3.18, but subject to any related Intercreditor Agreement, the
Master Servicer may with respect to Non-Specially Serviced Loans, without any Directing Certificateholder approval, Rating Agency
Confirmation or the Special Servicer approval (provided that the Master Servicer delivers notice thereof to the Special
Servicer after completion (and the Special Servicer shall promptly, prior to the occurrence of a Consultation Termination Event
and other than in respect of any Excluded Loan, deliver notice thereof to the Directing Certificateholder, except to the extent
that the Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer that such party
does not desire to receive copies of such items), (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 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 Mortgage Loans (including any related Companion Loans) with an outstanding
principal balance equal to or less than $2,500,000 and where the successor property manager is not affiliated with the related
Mortgagor; and (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;
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 the Master Servicer may take without
having to obtain the approval of any other party and is not intended to limit the responsibilities of the Master Servicer hereunder.


Section
3.19          Transfer of Servicing Between Master Servicer and Special
Servicer; Recordkeeping; Asset Status Report. (a) Upon determining that a Servicing Transfer



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Event has occurred with respect
to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special
Servicer, as the case may be, shall promptly give notice to the Master Servicer or the Special Servicer, as the case may be, the
Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing
File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications,
to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all 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 Master Servicer’s possession or otherwise
available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it
to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of
clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event, within five (5) Business Days
of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination)
and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor,
and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect to any Excluded Loan) the
Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the Special
Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence of
a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy
of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


Upon determining
that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic
Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and
shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered
to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer,
the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.



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(b)          In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of
any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


(c)          Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


(d)          No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any Excluded
Loan or (B) any 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 Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator
and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the
information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer
Event:


(i)            a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


(ii)           a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;


(iii)          the
most current rent roll and income or operating statement available for the related Mortgaged Property;



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(iv)         (A)
applicable the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


(v)          the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


(vi)         a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


(vii)        the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


(viii)       an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


(ix)          the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


(x)           such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


If within ten (10)
Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report
in writing or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by
the Directing Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest
of all the Certificateholders), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report;
provided, however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing
Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder disapproves such
Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination
described above, the Special Servicer shall revise such Asset Status Report and



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deliver a new Asset Status Report as soon as practicable,
but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the 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 Special Servicer shall revise such Asset Status Report as described
above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report
in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination,
in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders; provided
that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days following
the first submission of an Asset Status Report, the Special Servicer 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 Special
Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided
that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an
Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


Notwithstanding anything
to the contrary contained herein, no direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor
Agreement or failure of the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any
request of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan,
applicable law or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan
Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents
to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, the Trustee’s or the
Master Servicer’s responsibilities under this Agreement.


If a Control Termination
Event has occurred and is continuing (or, with respect to the AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and an



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AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status Report
prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred
and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor shall provide
comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later
of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating
Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be
in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates),
as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback provided by
the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status Report.
The Special Servicer 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 Special Servicer determines that the Operating Advisor’s and/or
Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest
of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature
of such Companion Loan)).


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing Certificateholder
(except with respect to any Excluded Loan) and the Operating Advisor shall consult with the Special Servicer and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination
Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in
accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing
Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation
of the Operating Advisor or the Directing Certificateholder.


Notwithstanding the
foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset



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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 Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate
with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the occurrence of each such event.


(ii)          After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such
notice is provided to the Special Servicer pursuant to clause (i) above.


(f)          Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the
Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to 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 Special Servicer shall deliver in electronic format such notice and summary of the
Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing, then within
two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary
to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided, however,
that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20)
Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of
the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final
summary of the Final Asset Status Report; provided, further, however, that if at any time the Special Servicer
determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest
of all the Certificateholders 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



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disapproval. The Special Servicer shall promptly deliver (but in
any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan 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).


(g)          No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


Section
3.20          Sub-Servicing Agreements. (a) The Master Servicer
and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all
of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent
with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of
this Agreement; (ii) provides that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no
longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee
or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption,
obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 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-6FX 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
Servicer or Special Servicer, 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 Master Servicer
or the Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not
permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special Servicer, as the
case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting
a Major Decision without the consent of the Master Servicer or the Special Servicer, as applicable (which consent shall not be
granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing
Date, if such Sub-Servicer is a Servicing Function



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Participant or an
Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party;
and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver
by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, the Certificate Administrator
or the Depositor under Article XI or under the Sub-Servicing Agreement or to the 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 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 the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate
with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided,
however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports
required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing
Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties
as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as the case may be,
shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered
into by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken
or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer;
and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by
the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances
shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances
shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master
Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the
terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or the Special Servicer, as the case may
be, shall notify the Master Servicer or the Special Servicer, as the case may be, the Trustee and the Depositor (and the Special
Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any



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Sub-Servicer, except that the 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 Master Servicer’s
obligations under this Agreement.


(c)          As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall be
required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI
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 Master Servicer shall have the right to
remove a Sub-Servicer retained by it at any time it considers removal to be in the best interests of the Certificateholders.


(d)          In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


(f)          The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.



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(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 Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the
Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would
increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement,
without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


(h)          With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


(i)          Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


Section
3.21          Interest Reserve Account.


(a)          On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution Date), (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”).



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(b)          On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


Section
3.22          Directing Certificateholder and Operating Advisor Contact
with Master Servicer and Special Servicer. Within a reasonable time upon request from the Directing Certificateholder or the
Operating Advisor, as applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special Servicer
shall, without charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) ((i)
prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating Advisor
(with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties
for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


Section
3.23          Controlling Class Certificateholders and Directing Certificateholder;
Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to
have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to
notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer of any
Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN attached
hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special
Servicer, it shall be the Directing Certificateholder.


On the Closing Date,
the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form
of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor
directing certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


(b)          Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing,
of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that
(i) the Master Servicer, the



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Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written
notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and
(ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a
representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing
Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify
the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the
new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying
that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.


(c)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


(d)          In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


(e)         Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each
Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses, at the expense of
the Trust. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing
Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the
Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, RREF III Debt AIV,
LP 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 Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.



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(f)          If
to the extent 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 over
the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no
liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any
director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


(h)          All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


(i)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, and any AB Whole Loan Controlling Holder.


(j)          With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


(k)          The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, the Certificate Administrator, the 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 G Certificates and the Class G
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



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to the Depositor, the Certificate
Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master Servicer, the Special Servicer
and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Termination
Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition
of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such Control Termination
Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any
unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the
rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class G Certificates
if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving
Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling
Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise
of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to irrevocably waive its right to appoint the Directing Certificateholder and
to exercise any of the rights of the Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to
exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any
consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or transfer of the Class
G Certificates to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale or transfer until such
time as such Mortgage Loan becomes a Corrected Loan.


(m)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business
Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon the Certificate
Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated,
the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


In the event that
a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class G 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 G Certificates to
less than 25% of the Original Certificate Balance thereof.”



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In the event that
a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class G 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 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 G 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 a Control Termination Event and Consultation Termination Event shall
be deemed to have occurred with respect to such Excluded Loan.


Section
3.24          Intercreditor Agreements. (a) Each of the Master
Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each
Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees
to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor
Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses
in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in
this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole
Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion
Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion
Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and
Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the
right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor
Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges



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and agrees
that any AB Whole Loan Controlling Holder will have the right to replace the 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 Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer
be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or
mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which
notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or the Special Servicer, as
applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling
Class Certificateholder.


(c)          No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the
Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


(d)          With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder).



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Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced
Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related
Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.
In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall deliver
reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


(e)          Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and
reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of
any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days from
the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies
of the notice, information and report required to be provided to the Controlling Class Certificateholder, the Special Servicer
shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set
forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related
Companion Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended
by the related Companion Holder.


(f)          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 Master
Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the offices
of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the
Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.



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(g)          With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


Section
3.25          Rating Agency Confirmation. (a) Notwithstanding
the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan
documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC
Requesting Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to
any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request
being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded
in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting any
confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency
Confirmation request, and, if it has, 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 for such condition or matter that is the subject of such request (as if such requirement did not exist) with respect
to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master
Servicer or the Special Servicer, as the case may be, confirms its original determination (made prior to making such request)
that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing
Standard, and (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be deemed
not to apply for such matter that is the subject of such request (as if such requirement did not exist) if the applicable replacement
master servicer or special servicer (i) has been appointed and currently serves as the master servicer or the 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



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the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding
Rating Agency, (ii) is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case
of the special servicer), if Fitch is the non-responding Rating Agency or (iii) either (a) has a master servicer or a special servicer,
as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis for all or a
significant portion of the related mortgage loans in other commercial mortgage-backed securities transactions rated by any NRSRO
and a responsible officer of the Trustee does not have actual knowledge that Morningstar has, with respect to any such other commercial
mortgage-backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such
commercial mortgage-backed securities publicly citing servicing concerns of the applicable replacement as the sole or material
factor in such rating action, if Morningstar is the non-responding Rating Agency.


Any Rating Agency
Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant
to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency
Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written
Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information
Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Promptly following
the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider
of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


(b)          Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or the
Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


(c)          For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


Section
3.26          The Operating Advisor. (a) The Operating Advisor
shall promptly review (i) all information made available to Privileged Persons on the Certificate 



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Administrator’s Website
(A) that relates to any Specially Serviced Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared
by the Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


(b)          The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


(c)          (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control
Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement
during the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially
Serviced Loans that the Special Servicer is responsible for servicing under this Agreement; provided, further, however,
that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the Special Servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the
date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating
Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such
Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related
Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c)
hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and
(ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially
Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with
respect to any REO Property related to a Non-Serviced



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Mortgage Loan) and (B) comply with all of the confidentiality requirements described
in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report
shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly
post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c));
provided, however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual
Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider.
The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by
the Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the term
“platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the resolution
and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s specific duties under this Agreement
as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration
by the Operating Advisor of any assessment of compliance report, attestation report, Asset Status Report and other information
delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Certificateholder
and the Special Servicer that would be Privileged Information) pursuant to this Agreement. Notwithstanding the foregoing, no Operating
Advisor Annual Report shall be required from the Operating Advisor with respect to any calendar year as to which no Asset Status
Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


(ii)          In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged Information
limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth
any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from its lack of access to Privileged Information.


(d)          Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer will forward
any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course
of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such
calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take any affirmative
action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.



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(e)          (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan,
after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after the
calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reduction
Amounts or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations,
together with any supporting material or additional information necessary in support thereof (including such additional information
reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any
Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


(ii)          In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably
requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that is in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and the Special Servicer are not
able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor
shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation is to apply.


(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



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or (2) pursuant to a Privileged Information Exception. Each party to this Agreement
that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless
a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan 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.


(h)          Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


(i)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan) and each
REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating
Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case
may be, 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 Master Servicer
or the Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing Standard
to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision,
but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as the
case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related



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Mortgagor if it determines that such
full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer
take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the
Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations
or consultation rights in its capacity as operating advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO
Property or (ii) any 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 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. No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations
of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing
to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor



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and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required
to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder
(only if no Consultation Termination Event has occurred and is continuing), any Companion Loan holder and the Certificateholders.


(l)          The
holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


(m)          Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


(n)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


(o)          In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V Certificates
and the Class R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without payment
of any termination fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued
and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination). In
connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall be appointed. Upon
receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor
with prompt notice upon its termination pursuant to this Section 3.26(o).



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(p)          In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


(q)          The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates or
particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within the
meaning of the Investment Advisers Act of 1940, as amended.


(r)          Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to
information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


(s)          The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


(t)          The
Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such
agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent or subcontractor
may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall
remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without
diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or
by virtue of indemnification from any Person acting as its



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agents or subcontractor to the same extent and under the same terms and
conditions as if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall
be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Operating Advisor by
such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


Section
3.27          Companion Paying Agent. (a) With respect to each
of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.


(b)          No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


(c)          In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


(d)          This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


Section
3.28          Serviced Companion Noteholder Register. The Companion
Paying Agent shall maintain a register (the “Serviced Companion Noteholder Register”) with respect to each
Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Serviced Companion
Noteholders from time to time, to the extent such information is provided in writing to it by each Serviced Companion Noteholder.
The initial Serviced Companion Noteholders, along with their respective name and address, are listed on Exhibit S hereto.
In the event a Serviced Companion Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent,
the Companion Paying Agent shall have no liability for any misdirected payment in such Serviced Companion Loan and shall have
no obligation to recover and redirect such payment.


The Companion Paying
Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced
Companion Noteholder upon written request and any such Person may, without further investigation,



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conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


For the avoidance
of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion
Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


Section
3.29          Certain Matters Relating to the 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 Master Servicer and the Special Servicer shall acknowledge its successor as the successor
to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
as the case may be.


(b)          If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


(c)          In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


(d)          In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


(e)          With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a 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.



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(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 Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


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
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 Master Servicer and/or the 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 Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related
Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master
Servicer receiving service of such Trust-Related Litigation.


(b)          To
the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer
shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to have the
Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a
party to the lawsuit, consult with and act at the direction of the 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 the Master Servicer shall have the right to engage separate counsel relating to claims against the Master
Servicer to the extent set forth in Section 3.32(e); and  



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provided, however, that if there are claims against the Master Servicer
and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably
acceptable to the Master Servicer.


(c)          The
Special Servicer shall not (i) undertake (or direct the 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 the Special Servicer; provided
that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the 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 the 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 the 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 the 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, the
Special Servicer may take such action without waiting for the Directing Certificateholder’s response.


(d)          Notwithstanding
the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided
by the Directing Certificateholder (or any other party to this Agreement) that would require or cause the Special Servicer or the
Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the
Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer
or the 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 Special Servicer’s or the Master
Servicer’s, as the case may be, responsibilities under this Agreement.


(e)          Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the Master Servicer shall retain
the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage
separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable discretion, the cost
of which shall be subject to indemnification as and to the extent provided in this Agreement.



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(f)          Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the Master Servicer to
liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.


(g)          Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall
have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted
against the Master Servicer (whether or not the Trust or the Special 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 Master Servicer relating to claims against the Master Servicer (whether
or not the Trust or the 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 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 Master Servicer is and shall be indemnified as and to the extent provided
in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation
and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed
(as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer
with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).


(h)          In
the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.32.


This Section 3.32
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the 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 Master Servicer or the 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 Master Servicer nor the Special Servicer
shall, without the prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of
the



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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
Master Servicer nor the 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 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 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 the Master Servicer, the 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 Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.33 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f) of this Agreement.



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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-6FL Certificates), shall enter into the Class A-6FL Swap Contract and
related agreements (including questionnaires) with the Swap Counterparty.


(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-6FL Swap
Contract, and subject to the priority set forth in Section 4.01(b), the Certificate Administrator shall calculate the Class
A-6FL Net Swap Payment, and notify the Swap Counterparty in accordance with the terms of the Class A-6FL 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-6FL Sub-Account to remit the Class A-6FL Net Swap Payment, if any, and the Class A-6FL Percentage Interest of any
Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-6FX Regular Interest, if any, to the Swap Counterparty;
provided that upon the occurrence and during the continuation of a Class A-6FL 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-6FL Swap Contract, the Certificate Administrator shall deposit the same into the Class A-6FL 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-6FL Swap Contract with respect to any related Distribution Date (other than any Class
A-6FL Swap Termination Payments) shall be on a net basis in accordance with the terms of the Class A-6FL Swap Contract.


(d)          The
Certificate Administrator shall at all times enforce the Trust’s rights under the Class A-6FL 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-6FL Swap Default, the Certificate Administrator shall promptly provide written notice to the Holders of the Class
A-6FL 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-6FL Certificates, to take such actions (following the expiration
of any applicable grace period specified in the Class A-6FL Swap Contract), unless otherwise directed in writing by the Holders
of 51% (by Certificate Balance) of the Class A-6FL Certificates, to enforce the rights of the Trust under the Class A-6FL Swap
Contract, as may be permitted by the terms thereof and use any Class A-6FL Swap Termination Payments, received from the Swap Counterparty
to enter into a replacement interest rate swap contract in respect of the Class A-6FL 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-6FL Certificates would exceed the amount of any Class A-6FL
Swap Termination Payments a replacement interest rate swap contract shall not be entered into and any such



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proceeds will instead
be distributed to the Holders of the Class A-6FL 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-6FL Certificates prior to the incurrence of any costs in connection with the enforcement
of the Class A-6FL Swap Contract. The Certificate Administrator shall not be liable for any act of, omission of, or for the performance
of, the 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-6FL Swap
Conversion Event shall become permanent following the determination by the Certificate Administrator (subject to the direction
of the Holders of the Class A-6FL, 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-6FL Certificates, and distribution of any Class A-6FL Swap Termination Payments to the Holders
of the Class A-6FL Certificates. Any such Class A-6FL Swap Conversion Event, or Class A-6FL 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-6FL Certificates, including as a result of the occurrence of a Class A-6FL
Swap Conversion Event or a Class A-6FL Swap Default or the cure of a Class A-6FL Swap Conversion Event or a Class A-6FL 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-6FX 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-6FL 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-6FL Certificates) from the Class A-6FL 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-6FL Certificates to Class A-6FX Certificates shall be borne by the related Class
A-6FL Certificateholders from such Holder’s own funds and not from amounts allocable from any portion of the Trust to such
class of Certificates.



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(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-6FL Swap Contract) of the Class A-6FL 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-6FL
Swap Contract if such swap contract becomes subject to a Class A-6FL Swap Default, in accordance with the terms of the Credit Support
Annex relating to the Class A-6FL Swap Contract, or (ii) to return collateral to the Swap Counterparty when and as required by
the Class A-6FL 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-6FL Swap Contract. Subject
to the terms of the Class A-6FL Swap Contract, proceeds of the liquidation of collateral under the Class A-6FL 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-6FL Sub-Account for application. No party hereunder shall be required to make any Advance of the Class A-6FL 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-6FL 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-6FL Sub-Account (from amounts otherwise distributable to the Holders of the Class
A-6FL). The Certificate Administrator shall


 






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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-6FL Certificates (and at the expense of such Holder), make 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-6FL Certificates, as provided in this paragraph.


 


(i)           Each
beneficial owner of a Class A-6FL 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-6FL 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-5 Certificates, the Class A-6 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B
Certificates, the Class X-F Certificates, the Class X-G Certificates, the Class X-H Certificates and the Class A-6FX 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;


 






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(ii)         second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-6 Certificates, the Class A-SB Certificates and the Class A-6FX 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 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 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 outstanding Certificate Balance of the Class A-3 Certificates has been
reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in 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; (6) sixth, to the Holders of the Class A-5 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3), (4)
and (5) above have been made on such Distribution Date), until the outstanding Certificate Balances of the Class A-5 Certificates
have been reduced to zero; (7) seventh, to the Holders of the Class A-6 Certificates and the Class A-6FX 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), (3), (4), (5)
and (6) above have been made on such Distribution Date), until the outstanding Certificate Balances of the Class A-6 Certificates
and the Class A-6FX Regular Interest have been reduced to zero; (8) eighth, 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), (5), (6) and (7) above have been made on such Distribution Date),
until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over
Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-SB Certificates and the Class A-6FX 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, Class A-5,
Class A-6 and Class A-SB Certificates and the Class A-6FX 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,
the Class A-5


 






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Certificates, the Class A-6 Certificates, the Class A-SB Certificates and the Class A-6FX Regular Interest, pro
rata (based upon 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, Class A-5, Class A-6 and Class A-SB Certificates
and the Class A-6FX 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, Class A-5, Class A-6 and Class A-SB Certificates and the Class A-6FX
Regular Interest on such Distribution Date), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced
to zero;


 


(vi)        sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(vii)       seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the 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-6FL and Class A-6FX Certificates) and the Class
A-6FX 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-6FL and Class A-6FX Certificates) and the Class A-6FX 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-6FL and Class A-6FX Certificates), the Class
B Certificates and the


 






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Class A-6FX 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-6FL and Class A-6FX Certificates), Class B Certificates
and the Class A-6FX 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, 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;


 


(xiv)       fourteenth,
after the Certificate Balances of the Class A Certificates (other than the Class A-6FL and Class A-6FX Certificates), Class B and
Class C Certificates and the Class A-6FX 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-6FL and Class A-6FX Certificates), Class
B and Class C Certificates and the Class A-6FX 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-6FL and Class A-6FX Certificates), Class B,
Class C, and Class D Certificates and the Class A-6FX 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-6FL and Class A-6FX Certificates),
Class B, Class C and Class D Certificates and the Class A-6FX Regular Interest on such Distribution Date), until the outstanding
Certificate Balance of the Class E Certificates has been reduced to zero;


 






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(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-6FL and Class A-6FX Certificates), Class B,
Class C, Class D and Class E Certificates and the Class A-6FX 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, Class B, Class C, Class D and Class E Certificates
and the Class A-6FX 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-6FL and Class A-6FX Certificates), Class B,
Class C, Class D, Class E and Class F Certificates and the Class A-6FX 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, Class B, Class C, Class D, Class E and Class
F and the Class A-6FX Regular Interest Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class G Certificates has been reduced to zero;


 


(xxiv)      twenty-fourth,
to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xxv)       twenty-fifth,
to the Holders of the Class H Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)      twenty-sixth,
after the Certificate Balances of the Class A Certificates (other than the Class A-6FL and Class A-6FX Certificates), Class B,
Class C, Class D,


 






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Class E, Class F and Class G Certificates and the Class A-6FX Regular Interest have been reduced to zero, to
the Holders of the Class H 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, Class B, Class C, Class D, Class E,
Class F and Class G Certificates and the Class A-6FX Regular Interest on such Distribution Date), until the outstanding Certificate
Balance of the Class H Certificates has been reduced to zero;


 


(xxvii)     twenty-seventh,
to the Holders of the Class H Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;


 


(xxviii)    twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


Amounts distributed on
the Class A-6FX Regular Interest pursuant to this Section 4.01(a) on any Distribution Date shall be deposited by the Certificate
Administrator in the Class A-6FX 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-6FX Regular Interest (and correspondingly
the Certificate Balances of the Class A-6FL and Class A-6FX Certificates) has not been reduced to zero, the Class A-6FX/A-6FL Available
Funds for such Distribution Date shall be allocated, pro rata, in accordance with the Certificate Balance of the Class A-6FL
and Class A-6FX Certificates, respectively (I) for deposit into the Class A-6FX Sub-Account in an amount equal to the product of
the Class A-6FX Percentage Interest for such Distribution Date and amounts distributed in respect of the Class A-6FX Regular Interest
pursuant to Section 4.01(a) on the related Distribution Date, and (II) for deposit into the Class A-6FL Sub-Account in an
amount equal to the product of the Class A-6FL Percentage Interest for such Distribution Date and amounts distributed in respect
of the Class A-6FX 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-6FX Percentage Interest on such Distribution Date
and (y) any


 






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Yield Maintenance Charges and Prepayment Premiums allocable to the Class A-6FX Regular Interest pursuant to Section
4.01(e) for such Distribution Date shall be deemed allocated by the Certificate Administrator to the Class A-6FX 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-6FL Percentage
Interest for such Distribution Date and (y) any Yield Maintenance Charges and Prepayment Premiums allocable to the Class A-6FX
Regular Interest pursuant to Section 4.01(e) for such Distribution Date, shall be deemed allocated by the Certificate Administrator
to the Class A-6FL 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-6FX Certificates has not been reduced to zero,
to the extent of amounts allocated to the Class A-6FX Sub-Account in accordance with this Agreement, the Certificate Administrator
shall make distributions from the Class A-6FX 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-6FX 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-6FX Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Class A-6FX
Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-6FX Certificates has been reduced to zero;


 


(III)       third,
to the Holders of the Class A-6FX Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to the Class A-6FX Certificates (as a result of the allocation of Realized Losses to the Class A-6FX Regular Interest), plus interest
on that amount at the Pass-Through Rate for the Class A-6FX 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-6FX Certificates, any remaining amounts in the Class A-6FX Sub-Account.


 


(B)         On
each Distribution Date, the Certificate Administrator shall distribute amounts properly deposited in the Class A-6FX Sub-Account
in respect of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-6FX Certificates.


 


(iii)         (A)
On each Distribution Date, for so long as the Certificate Balance of the Class A-6FL Certificates has not been reduced to zero,
to the extent of amounts allocated to the Class A-6FL Sub-Account in accordance with this Agreement and amounts received from the
Swap Counterparty pursuant to Section 3.34(c), after


 






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remitting any Class A-6FL 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-6FL 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-6FL 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-6FL Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Class A-6FL
Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-6FL Certificates has been reduced to zero;


 


(III)       third,
to the Holders of the Class A-6FL Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated
to the Class A-6FL Certificates (as a result of the allocation of Realized Losses to the Class A-6FX Regular Interest), plus interest
on that amount at the Pass-Through Rate for the Class A-6FL Certificates (as a result of the allocation of interest on unreimbursed
Realized Losses to the Class A-6FX Regular Interest compounded monthly from the date the related Realized Loss was allocated to
the Class A-6FX Regular Interest);


 


(IV)       fourth,
after the Certificate Balance of the Class A-6FL 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-6FL Certificates, solely from amounts payable to such
Class of Certificates in respect of the Class A-6FL Percentage Interest of interest payments distributed on the Class A-6FX Regular
Interest, to the Swap Counterparty in respect of any termination payments then due to the Swap Counterparty under the Class A-6FL
Swap Contract; and


 


(V)         fifth,
any remaining amount in the Class A-6FL Sub-Account to the Holders of the Class A-6FL Certificates.


 


(B)          On
each Distribution Date with respect to which a Class A-6FL Swap Conversion Event has not occurred, the Certificate Administrator
shall distribute to the Swap Counterparty amounts deposited in the Class A-6FL Sub-Account in respect of Yield Maintenance Charges
and Prepayment Premiums; provided that on each Distribution Date with respect to which a Class A-6FL Swap Conversion Event
has occurred and is continuing, the Certificate Administrator shall distribute amounts on deposit in the Class A-6FL Sub-Account
in respect of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-6FL Certificates.


 






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(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 LA4, Class LA5, Class LA6, Class LA6FX, Class LASB and Class LAS Uncertificated Interests, the Class X-A Certificates,
(ii) in the case of the Class LB Uncertificated Interest, the Class X-B Certificates, (iii) in the case of the Class LF Uncertificated
Interest, the Class X-F Certificates, (iv) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates, and
(v) in the case of the Class LH Uncertificated Interest, the Class X-H Certificates, in each case, computed based on an interest
rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a
notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as
provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively as the
“Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier
Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution
Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal
balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate
with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(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 or the Class A-6FX 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


 






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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-5,
Class A-6, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates and the Class A-6FX Regular Interest, the
product of (A) such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates,
and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of Certificates for that
Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates
for that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) such Yield Maintenance
Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount of principal distributed to the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB and Class A-S Certificates and the Class A-6FX Regular
Interest for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal
Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB and Class A-S Certificates and the Class A-6FX
Regular Interest as described above, and (iii) to the Class X-B Certificates, any remaining such Yield Maintenance Charge or Prepayment
Premium not distributed as described above.


 


For purposes of the first
paragraph of this Section 4.01(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-6FL and Class A-6FX Certificates) and the Class A-6FX 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 zero; and (c) if the applicable Discount Rate is greater
than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution
Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then
the Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the
prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant
to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master Servicer),
converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in


 






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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-F, Class X-G, Class X-H, Class E, Class F, Class
G, Class H, Class R or Class V Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-SB, Class A-S, Class B, Class C and Class D Certificates and the Class A-6FX Regular Interest (and,
therefore the Class A-6FL and Class A-6FX Certificates) have been reduced to zero, all Yield Maintenance Charges and Prepayment
Premiums with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-B Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates and the Class
A-6FX Regular Interest on each Distribution Date pursuant to 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-6FX Regular Interest shall be distributed to the Holders
of the Class A-6FX Certificates as specified in Section 4.01(b)(ii)(B) and to the Holders of the Class A-6FL Certificates
or to the Swap Counterparty as specified in Section 4.01(b)(iii)(B).


 


(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-6FX 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 Regular Certificates or the Class A-6FX 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-6FL and Class A-6FX
Certificates) and the Class


 






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A-6FX
Regular Interest and related Realized Losses in each case allocable to the Regular Certificates and the Class A-6FX 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-6FX Regular Interest from the Gain-on-Sale Reserve Account on any Distribution Date shall be deemed deposited in the Class
A-6FX Sub-Account and the Class A-6FL Sub-Account, pro rata, based upon the Class A-6FX Percentage Interest and the Class
A-6FL Percentage Interest, respectively, and shall be distributed to the Class A-6FX and Class A-6FL 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 of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(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:


 






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(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-6FX 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-6FX Regular Interest made in turn with respect to the Class A-6FL and
Class A-6FX Certificates, pro rata, in accordance with the Class A-6FX Percentage Interest and the Class A-6FL Percentage
Interest pursuant to 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.


 






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(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 Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be
deposited therein;


 


(ii)          to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)         to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(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 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, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


Section
4.02          Distribution Date Statements; CREFC®
Investor Reporting Packages; Grant of Power of Attorney. (a) On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G


 






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hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)           the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)          the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)         the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations Reviewer
and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect
to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid to the
Master Servicer and the Special Servicer;


 


(iv)        the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)         the
aggregate amount of unscheduled payments received;


 


(vi)        the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)       the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)      the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)         the
Available Funds and the Class A-6FX/A-6FL 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;


 






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(xi)         the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates, the Class A-6FX 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-6FX 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-6FL and Class A-6FX Certificates) or the Class A-6FX 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;


 


(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;


 






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(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-6FL and Class A-6FX Certificates) or the Class A-6FX
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 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-6FL and Class A-6FX Certificates) or
the Class A-6FX Regular Interest in respect of the related REO Loan in connection with that determination;


 


(xxvii)    the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   [RESERVED];


 


(xxix)      the
then-current credit support levels for each Class of Certificates;


 


(xxx)       the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)      a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 






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(xxxii)    a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)   an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)   the
amount of any Excess Interest actually received;


 


(xxxv)    the
Interest Distribution Amount for the Class A-6FX Regular Interest, and with respect to the Class A-6FL 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-6FX Regular Interest, which is being paid as a result of the occurrence and continuance of a Class
A-6FL 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-6FL 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


 


(xl)         the
amount of, and identification of, any payments on the Class A-6FL and Class A-6FX Certificates in addition to the amount of principal
and interest due thereon (including without limitation, with respect to the Class A-6FL 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


 






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(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 Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer or the
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality agreement
in accordance with Section 3.13 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 paragraph, the availability of such information
or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this
Agreement except as set forth herein. In connection with providing access to the Master Servicer’s or Special Servicer’s
Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures to ensure that only
such parties listed above may access such information including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as the case may be, shall not be liable
for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer
shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b),
other than information produced by the Master Servicer or the Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 






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The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section
4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)          The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the


 






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case
of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction
(at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information is in
the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special Servicer,
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party;
provided that, in connection therewith, the Master Servicer or the Special Servicer may require a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special
Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder,
will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer
may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially
in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded
Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced
in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special
Servicer Loan(s).


 


Section
4.03          P&I Advances. (a) On or before
4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator
for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I
Advances, if any, with respect to the Mortgage Loans 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 P&I Advances or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount
of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I
Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit
in the Collection Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through
the deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made).
The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances for a Distribution
Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before two (2) Business Days
prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time,
on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City
time, on the related Distribution Date, unless the Master Servicer shall


 






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have
cured such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m.,
New York City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the
related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier
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 the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on the Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received as of the
close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I
Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related
Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection
(c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage
Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan),
shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the
disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made
with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the 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 Master Servicer or
the 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 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 Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special


 






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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 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 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 the 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 Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the related Periodic
Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related
Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer
shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17
of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


 


(e)          Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with the related Non-Serviced
PSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon,
the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced
(it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product
of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard
to this 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


 






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Amount
(or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan),
if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon
Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)           In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


(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-6FL 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-6FL
and Class A-6FX Certificates) and the Class A-6FX Regular Interest after giving effect to distributions of principal on such Distribution
Date (any such deficit, the “Realized Loss”). Any allocation of Realized Losses to a Class of Regular Certificates
or the Class A-6FX 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-6FX 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-6FL
and Class A-6FX 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-6FX 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-6FL and Class A-6FX Certificates) and the Class A-6FX 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 or Class A-6FX 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 or the Class A-6FX Regular Interest. Any amount of


 






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reimbursements
allocated to the Class A-6FX Regular Interest pursuant to this Section 4.04(a) shall be allocated to the Class A-6FL and
Class A-6FX Certificates, pro rata, based upon their respective Certificate Balances. If the Certificate Balance of any
Class of Principal Balance Certificates or Class A-6FX Regular Interest is so increased, the amount of unreimbursed Realized Losses
of such Class of Principal Balance Certificates or the Class A-6FX 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-6FL and Class A-6FX
Certificates) and the Class A-6FX Regular Interest will be reduced without distribution, as a write-off to the extent of any Realized
Losses, if any, allocable to such Certificates with respect to such Distribution Date. Any such write-off shall be allocated first,
to the Class H Certificates, second, to the Class G Certificates, third, to the Class F Certificates, fourth,
to the Class E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh,
to the Class B Certificates, eighth, to the Class A-S Certificates, and then, pro rata (based on their respective
Certificate Balances), Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-SB Certificates and the Class
A-6FX 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-6FX Regular Interest on any Distribution Date shall be allocated between
the Class A-6FL and Class A-6FX 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-6FL and Class A-6FX Certificates) or the Class A-6FX 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 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-6FX Regular Interest 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 H Certificates,
second, to the Class G Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates,
fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates,
eighth, to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements,
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-SB Certificates and the Class A-6FX Regular
Interest). Following receipt from the Special Servicer, the 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


 






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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 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 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 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 Special Servicer shall recalculate the Appraisal Reduction Amount based
on such supplemental Appraisal and any information received from the Master Servicer. If required by such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate
Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount. The Holders of an Appraised-Out
Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control,
consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class
(such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause
(i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal
Reduction Amount is warranted or (B) the 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 Special
Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event, and
(2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer
of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the
cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable


 






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Advance,
an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall
deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder.
Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and
receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal
Reduction Amount that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the
Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence 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 Special
Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master
Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer
to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or the Special
Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been
included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion
Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if
the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine the Appraisal Reduction
Amount, 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 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 Special Servicer will not be required to obtain an Appraisal or conduct an internal
valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance
with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period
immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal
or valuation, as applicable, in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion
Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged
Property having occurred and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within
four (4) Business Days following the Special Servicer’s reasonable request


 






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therefor
(which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt
of the applicable Appraisal or preparation of the applicable internal valuation); provided, that the Special Servicer’s
failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide
such information to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request.


 


(d)          Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under
and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)          Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan 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-6FL and Class A-6FX 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


 






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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-6FX and Class A-6FL Certificateholders, their allocable share of income and expense with
respect to the Class A-6FX Specific Grantor Trust Assets and the Class A-6FL 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 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


 






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Certificate
Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for
investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section
4.07          Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate
Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating to the reports being made available
pursuant to 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 Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry”
and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted
and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate
Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan,
to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator
shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master
Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of
an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer
from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that
the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.
The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such
answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate
Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests
of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable
Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information
Exception, 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 Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator
of such determination. In addition, no party shall post or otherwise disclose any direct communications


 






    	-307-



    	 



    

 


with
the Directing Certificateholder as part of its response to any Inquiries. The Certificate Administrator shall notify the Person
who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to
the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling
and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating
Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope
of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests
of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable
Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry
is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer, the Special
Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on
the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the
Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will
certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability
for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s
Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative
or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not
submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be
required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide
information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information


 






    	-308-



    	 



    

 


submitted
on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports
and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the
following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt thereof.
Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer,
as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the
Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following
receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry
may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i)
answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage
Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the
Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the
performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate
Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such
Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information
Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A
Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to
so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting
NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent,
and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective
Affiliates will certify to any of the


 






    	-309-



    	 



    

 


information
posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability
for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information
Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole
discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect
questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08          Secure Data Room. (a) The Certificate
Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence
File Certification and within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy
of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon
receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it
to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations
Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset
Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit RR hereto
(which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt,
the Certificate Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than
the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room;
provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The
Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person
with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master


 






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Servicer,
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence File related
to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall
not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section
9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no
event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section
5.01          The Certificates. (a) The Certificates
will be substantially in the forms annexed hereto as Exhibits A-1 through and including A-3, as applicable and 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 Registered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than the Class X-F, Class X-G, Class X-H, 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


 






    	-311-



    	 



    

 


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 RREF III Debt AIV, LP) 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 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


 






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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.


 


(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


 






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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 aggregate holdings of Certificates of each Class
of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate
and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting
to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in this Section 5.03.


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 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


 






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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
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


 






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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 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


 






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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 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.


 






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(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.


 


(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


 






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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 Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor or the
Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such
Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the
sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator
have received either the representation letter described in clause (i) above or the Opinion of Counsel described in clause
(ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the
Underwriters, the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to
represent that it is not and will not be 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 be 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


 






    	-319-



    	 



    

 


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 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


 






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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.


 


(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-6FL 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-6FL 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


 






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Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


 


Section
5.05          Persons Deemed Owners. The Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may
treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar nor any agent of any of them shall be affected by any notice
to the contrary; provided, however, that to the extent that a party to this Agreement responsible for distributing
any report, statement or other information required to be distributed to Certificateholders has been provided an Investor Certification,
such party to this Agreement shall distribute such report, statement or other information to such beneficial owner (or prospective
transferee).


 


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 Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list
of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)          (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting


 






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Certificateholder
or Certificate Owner. It is hereby understood that a disclosure in substantially the following form shall be acceptable for the
purposes of this paragraph:


 


On [date], the Certificate
Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders
and Certificate Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”).
The requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other
Certificateholders or Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [[telephone number],
[electronic mail address] and/or [mailing address]].


 


(ii)          In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable to
the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and
may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any
request to communicate will be paid by the Trust.


 


Section
5.07          Maintenance of Office or Agency. The Certificate Registrar
shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this
Agreement may be served. The Certificate Registrar initially designates its office at 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.


 






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(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.


 


Section
5.09          Exchange of Class A-6FL Certificates for Class A-6FX
Certificates.


 


(a)          A
Certificateholder or a Certificate Owner of an interest in the Class A-6FL 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-6FX 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;


 






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(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-6FL Certificates for Class
A-6FX Certificates” (each, a “Class A-6FL 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-6FL Certificates that would cause the Original Certificate Balance of the Class A-6FL 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-6FL
Certificates, have consented to such contemplated exchange; and


 


(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-6FX 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-6FL 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-6FL 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-6FL 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-6FL Exchange Notice described in Section 5.09(a)(iv) above, as applicable. After receiving such notice and agreement and
the Class A-6FL 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-6FL Exchange Notice shall become irrevocable on the second Business Day before the proposed Class
A-6FL Exchange Date.


 






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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-6FL 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-6FL 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-6FL 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-6FX 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-6FX Certificate being acquired 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-6FL 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-6FL Exchange Date. Additionally, if any such exchange relates to the entire outstanding Certificate Balance
of the Class A-6FL 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-6FL Swap Contract,
effective as of the applicable Class A-6FL 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-6FL Certificates for an interest in the Class A-6FX 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


 






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determined
by the Certificate Administrator for purposes of the vote and a voting deadline which shall be no less than thirty (30) days and
no later than sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders
of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive Certificates. In addition,
the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner
shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


 


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the 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


 






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the Certificate
Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all such
votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section
6.01          Representations, Warranties and Covenants of the
Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer. (a) The Master Servicer
hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each
Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset
Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (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


 






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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


 


(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)          The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents,


 






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(B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the 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 (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 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


 


(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 


 






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materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, as
of the Closing Date, that:


 


(i)           The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(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;


 






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(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 would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder.


 


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(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 New York, 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;


 






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(iv)        This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)         The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi) 
      No litigation is pending or, to the best of the Asset Representations
Reviewer’s knowledge, threatened against the Asset Representations Reviewer, which would prohibit the Asset
Representations Reviewer from entering into this Agreement or, in the Asset Representations Reviewer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations Reviewer to
perform its obligations under this Agreement;


 


(vii)       The
Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 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


 



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any party to this Agreement, the Certificateholders, the party discovering such breach shall
give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02          Liability of the Depositor, the Master Servicer, the
Operating Advisor, the Special Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating
Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent
of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer, the Operating Advisor,
the Special Servicer and the Asset Representations Reviewer herein.


 


Section
6.03          Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer and
the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)          The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged
or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially
all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any
Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, shall
be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if the Master Servicer, the Special Servicer or the Operating Advisor
enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving


 



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entity
under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result
of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with
respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as
the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is
subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor
notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under
any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be
an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the
foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or Operating
Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to
the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger,
consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If,
within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,
as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the
Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the
applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner
set forth in Section 7.01.


 


(i)            The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)           Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed
all of the


 



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liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04         Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors,
officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust,
the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision shall not protect
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations made herein
or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance
of duties or by reason of negligent disregard of obligations and duties hereunder. The Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
and any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing may
rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager,
employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law) or
claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability
or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach
of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in
the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or
(iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and
agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition, absent actual
fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including
in its capacity as Custodian, the Certificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive,
indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee
or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.
Each of the Master Servicer (including


 



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in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from acting upon,
any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper
format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the
Operating Advisor to be genuine and to have been signed or presented by the proper party or parties and each of them may consult
with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection
with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion
of Counsel.


 


(b)          None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor 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 Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)          Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold 


 



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them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer,
as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein
by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the
defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of
its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the
Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the
Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall
assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 






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(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately
notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)          The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 






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(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.


 


(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall
immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s
defense of such claim is materially prejudiced thereby.


 


(i)            The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor,
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).


 






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The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


(j)            For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the Special
Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the
cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05         Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed
on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25). Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant
to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless
applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately,
and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the
Special Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer or special
servicer, as applicable, shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities
and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer
shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
11.07 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 the Master Servicer or the Special Servicer, pursuant to this Section
6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor
master servicer or special servicer with respect to this Section 6.05; provided that, such successor master
servicer or special servicer shall not be the


 



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Asset Representations Reviewer, the Operating Advisor or one of their respective
Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved
by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable
out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate
Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section
7.01(c) in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer
or special servicer if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section
7.01.


 


Section
6.06         Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is
not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder
or exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue
of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section
6.07         The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer
or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same
rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section
6.08         The Directing Certificateholder. (a) Other than with respect to any Serviced AB Whole Loan 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 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 the Special Servicer (other than, in each case, any Excluded Loan), (2) the Special Servicer
with respect to Non-Specially Serviced Loans other than any Excluded Loan, as to all matters for which the Master Servicer must
obtain the consent or deemed consent of the Special Servicer, and (3) the Special Servicer with respect to all Mortgage Loans
other than any Excluded Loan, for which an extension of maturity is being considered by the Special Servicer or by the Master
Servicer subject to consent or deemed consent of the 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 Master Servicer is responsible for processing any such action as described in the immediately
succeeding paragraph), the 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,


 



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unless it has obtained the consent or deemed consent of the Special Servicer
(provided that such consent shall be deemed given (unless earlier objected to by the Special Servicer) fifteen (15) Business
Days after the Special Servicer’s receipt of the Master Servicer’s written recommendation and analysis with respect
to such Major Decision and all information reasonably requested by the Special Servicer, and reasonably available to the 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,
the Special Servicer shall not be permitted to take any of the following actions (to the extent the Special Servicer is responsible
for processing any such action as described in the immediately succeeding paragraph) and shall not be permitted to consent to
the Master Servicer’s taking any of the following actions (to the extent the 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 (x) below) after the Directing Certificateholder’s
receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer, in order to grant or withhold such consent (provided
that if such written objection has not been received by the 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 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


 



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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;


 


(viii)        any
property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000) including,
without limitation, approval of the termination of a manager and appointment of a new property manager, or franchise changes (with
respect to a 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)          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
Master Servicer without the consent of the 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 Master Servicer shall additionally require
the consent of the Master Servicer as a condition to its effectiveness; and


 






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(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 is required under the related Mortgage Loan documents;


 


provided, however, that notwithstanding
the foregoing, solely with respect to determining whether the Master Servicer or the 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 Master Servicer and the
Special Servicer have mutually agreed that the Master Servicer will process such matter with respect to such Mortgage Loan; provided,
further, however, that, in the event that the Special Servicer or Master Servicer (in the event the 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 Special Servicer or the Master Servicer,
as the case may be, may take any such action without waiting for the Special Servicer’s (in the case of the 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 Special Servicer or the Master Servicer, as the case may be, provides
the Special Servicer (in the case of the 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 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 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 Special Servicer receives no response from the Directing Certificateholder
within 10 Business Days following its written request for input on any required consultation, the Special Servicer shall not be
obligated to consult with the Directing Certificateholder on the specific matter; provided, however, that
the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing
Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or
an Excluded Loan) or Serviced Whole Loan. In addition, after a Control Termination Event, the Special Servicer will also be required
to consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require
consultation with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder)
and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation
is on a non-binding basis. In the event that the


 



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Special Servicer receives no response from the Operating Advisor within 10 Business
Days following the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer
shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the
failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with
the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at the conclusion of
the immediately preceding paragraph, (a) the 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 Master Servicer and Special Servicer have mutually agreed to have the Master Servicer process such request) and
(b) the 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 Master Servicer and the Special Servicer have mutually agreed to have the 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 Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer will process such request, the Special Servicer will be required
to process such request and the 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 Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor
agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the
rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer and the
Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,


 



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the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially
expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the
Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of
the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder, would cause the Special Servicer or the Master Servicer, as applicable, to violate
the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special
Servicer or the Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued


 



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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 Master Servicer, Special
Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect to any Excluded
Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


[End of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01          Servicer Termination Events; Master Servicer and Special Servicer Termination. (a) “Servicer Termination
Event”, wherever used herein, means, any one of the following events:


 


(i)           (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or


 



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remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)          any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 


(iii)         any
failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty
(30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of the Master Servicer’s or the Special Servicer’s obligations, as the case may be, contemplated by Article XI,
(B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days in
the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer,
as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with
a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than 25% of all Voting Rights
or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by the related Serviced
Companion Noteholder; provided, however, if such failure is capable of being cured and the Master Servicer or the
Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days;
provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting; or


 


(iv)         any
breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall
have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however, that
if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing
such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or


 



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state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or unstayed for a
period of sixty (60) days; or


 


(vi)         the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all of its
property; or


 


(vii)        the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)       either
Fitch or Moody’s (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 the Master Servicer or the Special Servicer, as applicable,
as the sole or a material factor in such rating action; or


 


(ix)          either
(A) the Master Servicer or the Special Servicer, as the case may be, has failed to maintain a ranking by Morningstar equal to or
higher than “MOR CS3” as a master servicer or special servicer, as applicable, and such ranking is not reinstated within
60 days of actual knowledge of such failure by the Master Servicer or the Special Servicer, as the case may be (if such Master
Servicer or Special Servicer, as the case may be, has or had a Morningstar ranking on or after the Closing Date) or (B) if the
Master Servicer or Special Servicer, as the case may be, has not been ranked by Morningstar on or after the Closing Date, Morningstar
has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or (ii) within the prior
12 months, placed one or more Classes of Certificates on “watch status” in contemplation of rating downgrade or withdrawal
and, in the case of either of clauses (i) or (ii), has publicly cited servicing concerns with the Master Servicer or the Special
Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or
“watch status” placement has not been withdrawn by Morningstar within 60 days of such rating action).


 






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(b)          If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to more than
50% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is a Servicer
Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii)), by notice in writing to the Affected
Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11
and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds
thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected
Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such termination
as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party
of such written notice except as otherwise provided in this Article VII, all authority and power of the Affected Party under
this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant
to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer and the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be received with respect to the applicable Mortgage Loans or any REO Property (provided, however, that
the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section
7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under
this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer
or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents
of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding
any such termination).


 






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(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after such notice in which
to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and Section
7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five
(45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In the event that the Master Servicer
is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master
Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage
Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person
(or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. 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 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 the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer,
the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon
the appointment of a successor special servicer meeting the requirements of this Section 7.01(d). Upon a termination of
the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall appoint a successor
special servicer; 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


 



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manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates requesting a vote
to replace the Special Servicer with a new special servicer designated in such written direction, (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 the Special Servicer under this Agreement and appoint the successor special servicer (which must be a
Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each
Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s
Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing,
the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan 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 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 the 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.


 






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The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination event
under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however,
that any successor special servicer appointed to replace the applicable Non-Serviced 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
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented from time to time
to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer, 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 the 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


 



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shall have no obligation to remove the Special Servicer. Prior to the appointment of any
replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special
Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing, the
Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to 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 the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


(e)          The
Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
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) or (ix).


 


(f)           Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if the Master Servicer
is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, then the
Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders
of any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced Companion Loan,
the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole
Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a


 



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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. The Special Servicer shall not have any liability with respect to the actions or inactions of
the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer 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 the Special
Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan, (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 Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as
applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


 


Section
7.02         Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer,
as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives
a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been
appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until
such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity
as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided
for herein and shall


 



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be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section
6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter
placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure
under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor
hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which
may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect
any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of
the representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document
or agreement, for any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the
predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage
Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be. Subject
to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing
Fees and all fees relating to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to
if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer
had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as
the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer,
as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken
by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its
role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to that Master
Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a
servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect to the Special Servicer) ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) or the
Holders of Certificates entitled to more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the
criteria set forth in Section 6.05 and otherwise herein, as the successor to that Master Servicer or that Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer
or the Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall
be effective until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such


 



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rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), (iii) such appointment (solely with respect to the Special Servicer) has been approved
(prior to the occurrence and continuance of a Control Termination Event) by the Directing Certificateholder, such approval not
to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment
of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption of
a successor to the Master Servicer or the Special Servicer as described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall
be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee,
the non-terminated Master Servicer(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 the Master Servicer
or the Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee
to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability
for such expenses pursuant to this paragraph.


 


Section
7.03         Notification to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to


 



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have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion
Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section
7.04         Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting
Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event; provided, however, that a Servicer Termination Event under clause (i), (ii), (viii)
or (ix) 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 the Master Servicer fails to fulfill its obligations hereunder
to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) 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 the Master
Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a
Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights
of reimbursement caused by the Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 






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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,
the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)           No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or


 



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opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)           Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless 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


 



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the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the 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


 



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such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii) 
     Neither the Trustee nor the Certificate Administrator shall be responsible for any act
or omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as the Master Servicer or the
Special Servicer, as the case may be, in which case the Trustee shall only be responsible for its own actions as the Master
Servicer or the Special Servicer) or of the Depositor, the Operating Advisor or the Asset Representations Reviewer;


 


(ix)      
   Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any
insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or
Certificate Administrator’s, as applicable, negligence or willful misconduct was the primary cause of such
insufficiency;


 


(x)   
       In no event shall the Trustee or the Certificate Administrator be liable for
any failure or delay in the performance of its obligations hereunder due to force majeure or acts of God; provided
that such failure or delay is not also a result of its own negligence, bad faith or willful misconduct;


 


(xi)    
     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
or Servicing Officers, as applicable;


 


(xii)         Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(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


 



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statements of the Trustee or the Certificate Administrator, and
the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from
the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in
the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04          Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each
in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and
may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same
rights it would have if it were not Trustee or the Certificate Administrator.


 


Section
8.05         Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a) As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which
shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be
paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at
the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate
Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis.
As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall
accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in
the same manner as interest is calculated thereon and for the same period respecting which any related interest payment due or
deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by
it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall
constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and
duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator
Fee shall be payable with respect to any Companion Loan.


 






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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 Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer, to the extent not
otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate
Administrator, respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or
the Certificate Administrator, respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator,
Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, however,
that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or 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


 






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be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured debt is rated at least “A-” by Fitch and “A2” by Moody’s (if it has a short-term unsecured
debt rating of at least “P-1” by Moody’s); provided that the Trustee 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 and “A-” by Fitch, (b) its short-term debt obligations have a short-term
rating of not less than “P-2” from Moody’s and “F1” by Fitch and (c) the Master Servicer maintains
a long-term unsecured rating of at least “A2” by Moody’s and “A+” by Fitch (or such lower rating
as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar); provided that nothing in this
proviso shall impose on the Master Servicer any obligation to maintain such rating and (iv) an entity that is not a Prohibited
Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07          Resignation
and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator may at
any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor, the Asset
Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall post such
notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly post such
notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such notice
of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor certificate
administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination Event, the
Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee
or Certificate Administrator and to


 






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the successor trustee or certificate administrator. A copy of such instrument shall be delivered
to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable,
by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment
within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may
petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,
and such petition will be an expense of the Trust.


 


(b)          If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee
or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal,
the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor,
the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions


 






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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-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5 or in blank, and (ii)
in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to
the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan
was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any
successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5 or in blank; provided, however, that, notwithstanding anything
to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage
Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related
Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing
trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with


 






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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, the Master Servicer, the Special Servicer and
to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the
predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the
successor trustee to perform its obligations hereunder.


 


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09          Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such


 






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successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10          Appointment
of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may
at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by
it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 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 the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 






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(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 appointed by
it hereunder. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary
for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12          Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate
Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)          The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)          The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 






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(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 Servicer and Special Servicer. The Master Servicer shall promptly,
upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or
contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate
Administrator, the Master Servicer and the Special Servicer may each conclusively rely on the information provided to them regarding
identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion
Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the
extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity
and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable.


 






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Section
8.14          Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)         The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)        No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 






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(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 Servicer and the Master
Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, arising
out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01          Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related
Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or
other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders
of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive
of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included
in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected
by the Special Servicer and approved by the Master Servicer and the Controlling Class), (3) the


 






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reasonable out-of-pocket expenses
of the Master Servicer with respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans and
(4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related
Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related
Non-Serviced Master Servicer in accordance with clauses (2) and (3) above, minus (b) solely in the case where
the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest
accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d)
and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed
to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB, Class A-S, Class B, Class C, Class D, Class E and Class F Certificates
and the Class A-6FX Regular Interest (and, therefore, the Class A-6FL and Class A-6FX Certificates) are no longer outstanding,
the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James’s, living on the date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E and Class F Certificates and the Class A-6FX Regular Interest (and, therefore, the Class A-6FL and Class A-6FX
Certificates) are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then outstanding Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the
first paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior
to the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other
than the Class V and Class R Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which
the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from
the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date
in which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of
Section 3.04(b) (provided, however, that if


 






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a Serviced Whole Loan is secured by REO Property, the portion
of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into
the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its Certificates
(other than the Class V and Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a
Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining
in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes,
the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining
Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate
Administrator shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular
Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable
by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor
Agreement remain due and owing.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice
to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust
and retire the then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the
Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as the case may be, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating
to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds
equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the


 






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Master Servicer
shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance
Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on
deposit in the Collection Account that would otherwise be held for future distribution, and the Certificate Administrator shall,
without duplication, pay to the Swap Counterparty, solely and to the extent available from the Class A-6FL Sub-Account, any Class
A-6FL 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 Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be,
as shall be necessary to effectuate transfer of the Mortgage Loans is an asset of the Trust) and REO Properties remaining in the
Trust Fund.


 


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class
R Certificates. For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the
Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating
the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder, 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-6FX Regular Interest pursuant to this Section 4.01(e) to the Upper-Tier REMIC
Distribution Account (and with respect to any amounts payable to the Class A-6FX Regular Interest, from the Upper-Tier REMIC Distribution
Account to the Class A-6FX 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


 






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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-6FL or Class A-6FX Certificates if presented, the amounts
then on deposit in the Class A-6FL Sub-Account after payment of any Class A-6FL Net Swap Payment to the Swap Counterparty, or
in the Class A-6FX Sub-Account, as applicable, as specified in Section 4.01(b) with respect to any amounts payable to the
Class A-6FX Regular Interest from the Upper-Tier REMIC Distribution Account to the Class A-6FX 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 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 the Master Servicer or the Special Servicer purchases, or the Holders of
the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC,
as applicable, shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified
liquidation” in Section 860F(a)(4) of the Code:


 


(i)          the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)          during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)          within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 






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(b)          In
the event the Trust Fund is to be terminated while the Class A-6FL 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-6FL Swap Contract will be reduced to zero on such date. Based on the date of termination, the Certificate
Administrator shall calculate the Class A-6FL Net Swap Payment, if any, as specified in Section 3.34, and prior to any
final distributions to the Holders of the Class A-6FL Certificates, pursuant to Section 9.01, shall pay such Class A-6FL
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-6FL Sub-Account, after all distributions to the Class A-6FL
Certificates, as applicable, are made pursuant to Section 9.01.


 


[End
of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01          REMIC
Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat each
Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be
made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in
which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of the
Upper-Tier REMIC, each Class of the Regular Certificates and the Class A-6FX 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 Servicer, the Master Servicer or the Trustee shall
permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than
the foregoing interests.


 


(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(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


 






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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, the Holder of the largest Percentage Interest in the Class R Certificates hereby agrees to irrevocably
appoint the Certificate Administrator as its agent to perform all of the duties of the “tax matters person” for the
Trust REMICs.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


 


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)          The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take 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


 






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has advised it in writing that it has received an Opinion of Counsel to the effect that
an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by
the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically set
forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in
Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection
Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed
by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of
the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings,
and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator
is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or 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-6FL and Class A-6FX Certificates)
and the Class A-6FX 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 Servicer or the Special Servicer shall be responsible
for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective
obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 






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(h)          The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)          Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


 


(k)          Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and the Class A-6FX 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 Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of
a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of
this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or
acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO
Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause
the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)          The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or
successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on
any Class R Certificateholder, past or present. Each Class R Certificateholder agrees, by acquiring such Certificate, to any such
elections.


 






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Section
10.02          Use
of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X through its
Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


(b)          The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03          Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall provide or
cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the Certificate
Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes
as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions
and projected cash flow of the Certificates.


 


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section
10.04          Appointment
of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense,
one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the
functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to
execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such capacity,
with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not 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


 






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the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability
for any action taken by it as such at the direction of the Certificate Administrator.


 


[End
of Article X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01          Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this
Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced
Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall
not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or 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-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, and
any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor
and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of


 






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any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator,
and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit
the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures
relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations
Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the
related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary
in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI,
to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such
party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.


 


Section
11.02          Succession;
Subcontractors. (a) As a condition to the succession to the Master Servicer and the Special Servicer or to any Sub-Servicer
(but only if such Sub-Servicer is a 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 Master Servicer
and the Special Servicer, such Sub Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed
as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person
removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicer and the Special Servicer 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 Servicer, the Special Servicer,
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 Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will


 






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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 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).


 






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(d)          In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)          Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its
obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any
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 Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction
of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 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 Servicer, the Certificate Administrator, the Operating
Advisor and the


 






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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 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 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 Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with


 






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such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index
Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master
Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the
time period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the
immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and
the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement,
shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
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


 






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Administrator from the Master
Servicer or the Special Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of any such
Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service
coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C)
the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form 10-D for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may
rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received (a “Special Notice”) 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. It is hereby understood that a disclosure in substantially the
following form shall be acceptable for the purposes of this paragraph:


 


On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating with
other Certificateholders or Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders or Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [[telephone number], [electronic mail address] and/or [mailing address]].


 






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(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 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


 






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extent they have been delivered to the Certificate Administrator within the applicable time
frames set forth in this Agreement:


 


(i)          an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)          (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section
11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included;


 


(iii)          (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)          a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to (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


 






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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 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


 






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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, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)          Any
notice and/or information furnished 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 Servicer, the Special Servicer, 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 Master Servicer or the 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 the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating
Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant
to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or, 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


 






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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 the applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the
Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant
to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator 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.


 






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Section
11.07          Form
8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such
event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K,
as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to
a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction
and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form
8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred
by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than
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


 



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in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each
Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities,
LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq.,
Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation
and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under
this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer
engaged by the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional
Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or
Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 


Any
notice and/or information furnished 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


 



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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 Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such party
shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer that
is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2017, deliver to
the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made available
on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s
Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance,
as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s
activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has
been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review,
such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof,
or, if 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


 



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receipt of each such Officer’s Certificate, the Depositor
may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of
any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into
a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of
the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each
Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional
Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer
at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer or Additional
Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received
written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report
on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar
year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished 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 Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of
the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required to deliver an assessment
of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating Advisor, the Certificate
Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party shall (i) with respect
to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian, or Certificate
Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing Function Participant
to furnish and (ii) with respect to each other Servicing Function Participant with which it has


 



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entered into a servicing relationship
with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator,
the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website)
(and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially
in the form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects
with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to
it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing
Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each
such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as
applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant
Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Operating Advisor, 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 Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party


 



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and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii)
with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that
the Additional Servicer was subject to such other servicing agreement.


 


(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.


 






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Section
11.11          Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in March 2017,
the Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each
such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee, Operating
Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such
Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to cause) a registered
public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and
that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate
Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b))
and the Depositor, the 17g-5 Information Provider and, prior to the occurrence 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 the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the


 



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Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian 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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating
Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and
expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the
case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of
the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian
or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable
by, or on behalf of, such party.


 


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is
a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless
each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a
breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing
criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in
Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of
any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor 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


 



    	-403-



    	 



    

 


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 Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information
is contained in a report filed by the Depositor 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 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 the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to
this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor 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 Servicer, the Special Servicer,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each
case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of


 



    	-404-



    	 



    

 


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 Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under
the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the
foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination of this Agreement
or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator.


 


Section
11.13          Amendments.  This
Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for purposes
of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities market
and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the applicable


 



    	-405-



    	 



    

 


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 Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee, as the
case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via phone
or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section
11.15          Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion
Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant
to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling
any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation
AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage
Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet
the requirements of Items 1117 and 1119 and paragraphs (b), (c)(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, the Master Servicer and the 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 Servicer (where such information pertains to the
Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement)
and the Special Servicer (where such information pertains to the Special Servicer individually and not to any specific aspect
of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor, underwriters or
Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii) deliver such securities law
opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related
Mortgage Loan Seller) with respect to such information that are substantially similar to


 



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those delivered with respect to the offering
material for this securitization by the Master Servicer or the Special Servicer, Trustee and Certificate Administrator, as the
case may be, or their respective counsel, in connection with the information concerning such party in the offering material related
to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, for inclusion in
the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to
the information provided by such party with respect to the offering materials related to this transaction, subject to any required
changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed
to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization
shall be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be
a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the
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 Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, 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 Master Servicer and the Special Servicer (and the Master Servicer
shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time
periods for preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the


 



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Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, 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 Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements 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 Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan
to, 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 Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting


 



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and attestation requirements contemplated in this
Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 11.15(d).


 


(e)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect
to itself, to the trustee or 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 Master Servicer or the Special Servicer, as the case
may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer
is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation
AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may
be, no later than two Business Days prior to the date on which the


 



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Master Servicer or the Special Servicer, as the case may be,
is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together
with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion
Loan, to the extent that the Master Servicer or the Special Servicer, as applicable, 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 calendar year
following such notice from the Other Depositor, as applicable, the Master Servicer or the Special Servicer, as applicable, 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 Master Servicer or the Special
Servicer, as applicable, 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 Master Servicer or the Special Servicer, as applicable, does not receive such financial information satisfactory to comply
with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within
ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents,
the Master Servicer or the Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered
into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master
Servicer or the Special Servicer, as applicable, shall use efforts consistent with the Servicing Standard (taking into account,
in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial
statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer or the Special Servicer, as applicable, 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


 



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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.


 


(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 Servicer nor the Special Servicer shall be subject to a
Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace
period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article
XI; provided that if any such party fails to comply with the delivery requirements of this Article XI by
the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master
Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article
XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this
Agreement, for failing to deliver any item required under this Article XI by the time required hereunder with respect
to any reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange
Act reports.


 


[End
of Article XI]


 


Article
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section
12.01          Asset
Review.


 


(a)          On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each 


 



    	-411-



    	 



    

 


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, based on information provided to it
by the Master Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has
become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has
ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit SS
within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If
Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall
promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct
a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize
an Asset Review by Holders of Certificates evidencing at least 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 promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as
a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative
Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described


 



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 in clause (C) in this sentence.
After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any
additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)          (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for Non-Specially
Serviced Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special
Servicer (with respect to Specially Serviced Loans) shall promptly, but in no event later than ten (10) Business Days, provide
the following materials to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence
Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, 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 that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that
are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 



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(ii)          In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that
the Master Servicer or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after
receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s)
to the extent in its possession. In the event any missing documents are not provided by the Master Servicer or the Special Servicer,
as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents
from the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall be required under the related Mortgage
Loan Purchase Agreement to deliver such missing document only to the extent such document is in the possession of such party.


 


(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.


 



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(vi)          The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)          The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which 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 Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer
(with respect to Specially Serviced Loans) or from the related Mortgage Loan Seller within ten (10) Business Days following the
request by the Asset Representations Reviewer to the Master Servicer or 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 Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans) and the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations and
warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any information and documents provided or explanations given to
support a Test pass conclusion shall be sent by the related Mortgage Loan Seller to the Asset Representations Reviewer with any
information and documents received from the Mortgage Loan Seller or explanations given to support the Mortgage Loan Seller’s
claim that the representation and warranty has not failed a Test or the Mortgage Loan Seller’s claim that any missing information
and documents in the Review Materials are not required to complete a Test. 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 


 



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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 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 Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based
on the 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 Special Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Special Servicer
determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)          The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the 


 



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Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section
12.02          Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          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 0.00029% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any
Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this paragraph, “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to the sum of: (i) $12,500 multiplied by the number of Subject Loans, plus (ii) $1,500 per Mortgaged
Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property
relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject
to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i)
through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar
index if the Consumer Price Index for All Urban Consumers is no longer calculated, taking into account the Consumer Price Index
for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for
the year of the Closing Date and for the year of the occurrence of the Asset Review (the “Asset Representations Reviewer
Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be
paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent
or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall be
paid 


 



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by the Trust following delivery by the Asset Representations Reviewer of a certification to the Master Servicer that the
requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not
deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements for payment set
forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such amount. A Mortgage
Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset Representations
Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in
this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery
of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such invoice by registered mail
or overnight courier and reasonable follow-up by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to
the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Special Servicer
shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


 


(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a
Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer
or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
12.03          Resignation
of the Asset Representations Reviewer.  The Asset Representations Reviewer may resign and be discharged from its obligations
hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon such notice of
resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent
jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer.
The Asset Representations Reviewer will bear all reasonable costs and expenses of each party hereto and each Rating Agency in
connection with its resignation.


 


Section
12.04          Restrictions
of the Asset Representations Reviewer.   Neither the Asset Representations Reviewer nor any of its Affiliates shall make any
investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures
that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Asset 


 



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Representations
Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
12.05          Termination
of the Asset Representations Reviewer.


 


(a)          An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


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


 


(ii)          any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)          any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)          the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar 


 



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proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)          the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section
12.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination
Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case,
so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii)
upon the written direction of holders of Certificates evidencing 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 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 


 



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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 Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
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 Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor 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]


 



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Article
XIII



MISCELLANEOUS PROVISIONS


 


Section
13.01          Amendment. 
(a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)        to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust 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


 






    	-422-



    	 



    

 


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 Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25);


 


(ix)        to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, 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


 






    	-423-



    	 



    

 


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 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


 






    	-424-



    	 



    

 


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 Servicer nor the Special Servicer shall consent to any amendment hereto without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
any provision specifically required to be included in this Agreement by any Non-Serviced Intercreditor Agreement without 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 Servicer, the Special Servicer, the Mortgagors, the Underwriters
and the Rating Agencies.


 


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)          The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section
13.01 that affects its rights, duties and immunities under this Agreement or otherwise.


 


(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 the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be
payable out of the Collection Account.


 


(h)          The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion


 






    	-425-



    	 



    

 


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


 


(i)          To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)          Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)         This
Agreement may not be amended without the consent of any holder of 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-6FL Certificate of any portion of its Certificate Balance for an equal Certificate Balance of Class A-6FX 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 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


 






    	-426-



    	 



    

 


facsimile
transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.


 


(c)          The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section
13.03       Limitation on
Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any
action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.


 


(b)         No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)          No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for 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


 






    	-427-



    	 



    

 


Certificateholders.
For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
13.04          Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.    THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR
PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05          Notices. 
(a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given 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 Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received),
to:


 



    	-428-



    	 



    




 


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


 


In
the case of the 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-NXS5 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-NXS5



and a copy to:



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.


 






    	-429-



    	 



    




 


In
the case of the 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 Directing Certificateholder:


 


RREF
III Debt AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Facsimile number: (212) 751-4646


 


with
a copy to:


 


RREF
III Debt AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Facsimile 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-NXS5


 


with
a copy to:


 


facsimile
number: (302) 636-4140

CMBSTrustee@wilmingtontrust.com


 






    	-430-



    	 



    




 


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-NXS5

Email: cts.cmbs.bond.admin@wellsfargo.com



with a copy to: trustadministrationgroup@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-NXS5,

Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5



with a copy to:



Jeff D. Blake, Esq., Senior Counsel

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina, 28288



and a copy to:



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.            Natixis
Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin 


Facsimile
No.: (212) 891-5777


 


with
a copy to:


 


Office
of Chief Operating Officer


 1251
Avenue of the Americas

New York, New York 10020

Facsimile No.: (212) 891-6288


 






    	-431-



    	 



    

 


with
a copy to:


 


Natixis
North America LLC





Office
of the General Counsel

1251 Avenue of the Americas

New York, New York 10020





Email:
legal.notices@us.natixis.com (for all legal notices)


 


3.            Silverpeak
Real Estate Finance LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Michael Schulte

Facsimile No.: (646) 560-1745


 


In
the case of the Operating Advisor:


 


Park
Bridge Lender Services LLC

41 Watchung Place, Suite 250

Montclair, New Jersey 07042

Attention: WFCM 2016-NXS5-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of the Asset Representations Reviewer:


 


Park
Bridge Lender Services LLC

41 Watchung Place, Suite 250

Montclair, New Jersey 07042

Attention: WFCM 2016-NXS5-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


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 Master Servicer or the Special Servicer, as the case may be, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,


 






    	-432-



    	 



    

 


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:


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

E-mail: britt.johnson@fitchratings.com


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Morningstar
Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Facsimile No.: (312) 332-3492

Email: cmbsratings@morningstar.com


 


Section
13.06          Severability
of Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section
13.07          Grant
of a Security Interest.  The Depositor intends that the conveyance of the 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


 






    	-433-



    	 



    

 


Date),
all amounts held from time to time in the Collection Account, 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 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:


 






    	-434-



    	 



    




 


(i)         any
material change or amendment to this Agreement;


 


(ii)        the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)       the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)        The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)         the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)        any
change in the location of the Collection Account;


 


(iii)       any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)       any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)        any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)       any
material damage to any Mortgaged Property;


 


(vii)      any
assumption with respect to a Mortgage Loan;


 


(viii)     any
release or substitution of any Mortgaged Property; and


 


(ix)       any
amendment to any Intercreditor Agreement relating to a Whole Loan (other than an amendment effected solely to accommodate the
split of a promissory note for a related Companion Loan into more than one promissory note or to accommodate the reallocation
of principal balance among the promissory notes for any related Companion Loans); provided, however, that with respect
to any such amendment that is not being processed by the Master Servicer, the Master Servicer shall not have any obligation to
promptly provide notice to the 17g-5 Information Provider unless the Master Servicer shall have been provided with a copy of such
amendment together with a request to provide such amendment to the 17g-5 Information Provider.


 






    	-435-



    	 



    

 


(c)          The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer
or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special
Servicer, as the case may be, may, but shall not be obligated to send such information, report, notice or document to the applicable
Rating Agency 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]


 






    	-436-



    	 



    





 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.





	 	 	 	 
	 	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., Depositor
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Rialto Capital Advisors, LLC, Special Servicer
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity, but solely as Certificate Administrator
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    	 



    	 



    

 


	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
		Trustee
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
	 	Operating Advisor and Asset Representations Reviewer
	 	 
	 	By:	Park Bridge Advisors LLC, a New York
	 	 	limited liability company, its sole
    member
	 	 
	 	 	By: 	Park Bridge Financial LLC, a New York
	 	 	 	limited liability company, its sole member
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 






    	 



    	 



    










 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 




 


On the ___ day of ________,
____, before me, a notary public in and for said State, personally appeared _________ known to me to be a ___________ of __________,
that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.








	 	 
	 	Notary Public







	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 








    	 



    	 



    

 


 




 


EXHIBIT A-1


 


FORM OF CLASS [__] CERTIFICATE


 


CLASS [__]


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST
2016-NXS5


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2016-NXS5, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-5, A-6, A-SB, X-A, X-B, A-S, B, C AND D): THIS CERTIFICATE IS A TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO
BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS
BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A


 


 






 


1     
 Temporary Regulation S Book-Entry Certificate legend.








 


2    
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.






     A-1-1


    	 



    

 


 


 SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, [THE UNDERWRITERS,] [THE INITIAL PURCHASERS,]
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.





  


[FOR CLASS A-6FL 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-6FL 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-5, A-6, A-SB, X-A, X-B, A-S, B, C AND D): 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


 





 






 


3
    Book-Entry Certificate legend.


 






     A-1-2


    	 



    




 


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.]


 


[FOR CLASS F, CLASS G AND CLASS H CERTIFICATES:
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND
(II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.] 


 


[FOR PRINCIPAL BALANCE CERTIFICATES OTHER THAN CLASS A-6FL
AND A-6FX 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-6FX 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, which portion consists of a percentage interest in the Class A-6FX Regular Interest, A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE






     A-1-3


    	 



    




 


DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860d OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) and the CLASS A-6FX SUB-ACCOUNT.]


 


[FOR CLASS A-6FL 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, which portion consists of a percentage interest in the Class A-6FX 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), the related CLASS a-6FL Swap Contract and the CLASS A-6FL 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-B][CLASS X-F] [CLASS X-G][CLASS X-H] 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-5, CLASS A-6, CLASS A-SB AND CLASS A-S CERTIFICATES AND THE CLASS A-6FX 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-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS B 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-H CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS H CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-F][X-G][X-H] CERTIFICATES IS BASED WILL BE REDUCED
AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H): THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-6, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-F, CLASS X-G, CLASS X-H [CLASS A-S,
CLASS B, CLASS C, CLASS D, CLASS E , CLASS F AND CLASS G] CERTIFICATES AND THE CLASS A-6FX 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-B, X-F, X-G, X-H, B, C OR D: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT] [FOR CLASS A-6FL: LIBOR PLUS 1.5500%
        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 26, 2016

         

        FIRST DISTRIBUTION DATE: MARCH
        17, 2016

         

        APPROXIMATE AGGREGATE [CERTIFICATE BALANCE][NOTIONAL
        AMOUNT] OF THE CLASS [__] CERTIFICATES AS OF THE CLOSING DATE: $[_________]

         
	 	
        MASTER SERVICER: WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
CAPITAL ADVISORS, LLC

          

        

        TRUSTEE: WILMINGTON
TRUST, NATIONAL ASSOCIATION 

         

        CERTIFICATE ADMINISTRATOR: WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES 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 Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5 and are
issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


[FOR REGULAR CERTIFICATES
(other than Class A-6FL and A-6FX): This Certificate represents a “regular interest” in a “real estate mortgage
investment conduit”, as those


 






     A-1-7


    	 



    




 


terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code
of 1986, as amended.][FOR CLASS A-6FL AND A-6FX 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-6FX 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-6FL CERTIFICATES: , the related Class A-6FL Swap Contract] and the Class [A-6FL][A-6FX] 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-4, A-5, A-6, A-6FL, A-6FX, A-SB, A-S, B, C, D, E, F, G and H: principal and] interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-3, A-4, A-5, A-6, A-6FL, A-6FX, A-SB, A-S, B, C, D, E, X-A AND X-B
CERTIFICATES: Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the
Pooling and Servicing Agreement.] All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1,
A-2, A-3, A-4, A-5, A-6, A-6FL, A-6FX, A-SB, A-S, B, C, D, E, F, G and H: Principal and interest] allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the


 






     A-1-8


    	 



    




 


Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the


 






     A-1-9


    	 



    




 


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-4, A-5, A-6, A-6FL, A-6FX, A-SB, A-S,
B, C, D, E, F, G and H: 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 Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of the foregoing,
may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of the
foregoing, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance 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


 






     A-1-10


    	 



    




 


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 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 any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 



     A-1-11


    	 



    




 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation (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.


 


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:


 



     A-1-12


    	 



    




 


(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).


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate


 






     A-1-13


    	 



    




 


Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB, Class A-S, Class B, Class C, Class D, Class
E and Class F Certificates and the Class A-6FX Regular Interest (and, therefore, the Class A-6FL and Class A-6FX Certificates)
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






     A-1-14


    	 



    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY

	 	 	 











  


		Dated:	February 26, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 





 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
    Agent
	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY






  



     A-1-15


    	 



    




 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:  





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian

(Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list. 


 


FORM OF TRANSFER 


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 








the within Certificate and does hereby
or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with
full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 





	 	 
	SIGNATURE GUARANTEED	 


  


The signature must be guaranteed by a
commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized
or witnessed signatures are not acceptable.


 






     A-1-16


    	 



    




 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to ______________________________ for the account of _____________________
account number ____________________ or, if mailed by check, to ___________________________. Statements should be mailed
to __________________________. This information is provided by assignee named above, or ___________________________,
as its agent.


 




     A-1-17


    	 



    








 


EXHIBIT A-2


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST
2016-NXS5


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2016-NXS5, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE 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 (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) 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


 






    	A-2-2



    	 



    

 


(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS 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 26, 2016

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2016

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON TRUST,
NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
REVIEWER:PARK BRIDGE LENDER SERVICES 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 Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by


 






    	A-2-5



    	 



    

 


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 Account 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 the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions 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.


 


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


 






    	A-2-6



    	 



    

 


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 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


 






    	A-2-7



    	 



    

 


ERISA Prohibited Holder or a Disqualified Non-U.S. Tax
Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from
any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2)
not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying
that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such
Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, and the Certificate Registrar, and any agent of any of the foregoing,
may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of the
foregoing, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the [Master Servicer Remittance] Date shall in no event be later than the Business Day prior to
the related


 






    	A-2-8



    	 



    

 


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 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


 






    	A-2-9



    	 



    

 


interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation (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.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of


 






    	A-2-10



    	 



    

 


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).


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of


 






    	A-2-11



    	 



    

 


remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB, Class A-S, Class B, Class C, Class D, Class
E and Class F Certificates and the Class A-6FX Regular Interest (and, therefore, the Class A-6FL and Class A-6FX Certificates)
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-2-12



    	 



    




 





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 26, 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-2-13



    	 



    




 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian

(Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-2-14



    	 



    







 


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-2-15



    	 



    



 








EXHIBIT A-3


 


FORM OF CLASS V CERTIFICATE


 


CLASS V


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-NXS5, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 






    	A-3-1



    	 



    

 


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 






    	A-3-2



    	 



    

  


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 26, 2016

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2016

         

        CLASS V PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER:
WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
REVIEWER: PARK BRIDGE LENDER SERVICES 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 Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated as the WELLS FARGO COMMERCIAL
MORTGAGE TRUST 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5 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 Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no


 






    	A-3-4



    	 



    

 


action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Collection Accounts) or the Certificate Administrator (with
respect to the Distribution Account) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions 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 receive the final distribution with respect thereto. If within one year after the
second notice all


 






    	A-3-5



    	 



    

 


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 Master Servicer, the Special Servicer, and the Certificate Registrar, and any agent of any of the foregoing,
may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of the
foregoing, 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;


 






    	A-3-6



    	 



    

 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the [Master Servicer Remittance] 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);


 






    	A-3-7



    	 



    

 


(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 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 (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


 






    	A-3-8



    	 



    

 


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 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).


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power


 






    	A-3-9



    	 



    

 


granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-SB, Class A-S, Class B, Class C, Class D, Class
E and Class F Certificates and the Class A-6FX Regular Interest (and, therefore, the Class A-6FL and Class A-6FX Certificates)
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the


 






    	A-3-10



    	 



    

 


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 26, 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
    Agent
	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY

	 	 	 









 







    	A-3-12



    	 



    




ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian

(Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-3-13



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 





 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to ______________________________ for the account of _____________________
account number ____________________ or, if mailed by check, to ___________________________. Statements should be mailed
to __________________________. This information is provided by assignee named above, or ___________________________,
as its agent.


 






    	A-3-14



    	 



    



 




 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 






    	B-1



    	 



    






Wells
Fargo Commercial Mortgage Trust 2016-NXS5

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	County	 	General
    Property Type	 	Number
    of Units	 	Unit
    of Measure	 	Original
    Principal Balance ($)	 	Cut-off
    Date Principal Balance ($)	 	Loan
    Amortization Type	 	Monthly
    P&I Payment ($)	 	Interest
    Accrual Basis	 	Mortgage
    Rate	 	Administrative
    Cost Rate	 	Net
    Mortgage Rate	 	Due
    Date	 	Stated
    Maturity Date or Anticipated Repayment Date
	1	 	Natixis	 	One
    Court Square	 	1
    Court Square	 	Long
    Island City	 	NY	 	11101	 	Queens	 	Office	 	1,401,609	 	Sq.
    Ft.	 	75,000,000.00	 	75,000,000.00	 	Interest-only,
    Balloon	 	247,367.71
    	 	Actual/360	 	3.893000%	 	0.012690%	 	3.880310%	 	5	 	9/5/2020
	2.00	 	WFB	 	10
    South LaSalle Street	 	10
    South LaSalle Street	 	Chicago	 	IL	 	60603	 	Cook	 	Office	 	781,426	 	Sq.
    Ft.	 	75,000,000.00	 	75,000,000.00	 	Interest-only,
    Balloon	 	281,489.59
    	 	Actual/360	 	4.430000%	 	0.012690%	 	4.417310%	 	11	 	1/11/2026
	3.00	 	WFB	 	Chicago
    Industrial Portfolio II	 	Various	 	Various	 	Various	 	Various	 	Various	 	Various	 	1,122,573	 	Sq.
    Ft.	 	48,800,000.00	 	48,800,000.00	 	Interest-only,
    Amortizing Balloon	 	268,267.65
    	 	Actual/360	 	5.210000%	 	0.014790%	 	5.195210%	 	11	 	1/11/2026
	3.01	 	WFB	 	3883
    Butterfield Road	 	3883
    Butterfield Road	 	Aurora	 	IL	 	60502	 	DuPage	 	Industrial	 	63,740	 	Sq.
    Ft.	 	13,665,598.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	WFB	 	703
    Foster Avenue	 	703
    Foster Avenue	 	Bensenville	 	IL	 	60106	 	DuPage	 	Industrial	 	174,824	 	Sq.
    Ft.	 	4,444,232.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	WFB	 	1601
    North Main Street	 	1601
    North Main Street	 	Wheaton	 	IL	 	60187	 	DuPage	 	Retail	 	14,560	 	Sq.
    Ft.	 	3,761,785.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	WFB	 	2101-2111
    West 21st Street	 	2101-2111
    West 21st Street	 	Broadview	 	IL	 	60155	 	Cook	 	Industrial	 	120,960	 	Sq.
    Ft.	 	3,046,047.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	WFB	 	6200
    Regency West Drive	 	6200
    Regency West Drive	 	Racine	 	WI	 	53406	 	Racine	 	Industrial	 	115,823	 	Sq.
    Ft.	 	2,663,208.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	WFB	 	900-926
    South Westwood Avenue	 	900-926
    South Westwood Avenue	 	Addison	 	IL	 	60101	 	DuPage	 	Industrial	 	53,062	 	Sq.
    Ft.	 	1,797,667.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	WFB	 	1001-1091
    Davis Road	 	1001-1091
    Davis Road	 	Elgin	 	IL	 	60123	 	Kane	 	Industrial	 	67,128	 	Sq.
    Ft.	 	1,731,087.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	WFB	 	2101-2171
    West Cermak Road	 	2101-2171
    West Cermak Road	 	Broadview	 	IL	 	60155	 	Cook	 	Industrial	 	55,476	 	Sq.
    Ft.	 	1,664,506.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	WFB	 	902-924
    Industrial Drive	 	902-924
    Industrial Drive	 	Aurora	 	IL	 	60506	 	Kane	 	Industrial	 	43,000	 	Sq.
    Ft.	 	1,531,346.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	 	WFB	 	2001
    Parkes Drive	 	2001
    Parkes Drive	 	Broadview	 	IL	 	60155	 	Cook	 	Industrial	 	53,284	 	Sq.
    Ft.	 	1,464,766.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	WFB	 	707-717
    South Vermont Street	 	707-717
    South Vermont Street	 	Palatine	 	IL	 	60067	 	Cook	 	Industrial	 	44,120	 	Sq.
    Ft.	 	1,424,818.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	WFB	 	641-655
    South Vermont Street	 	641-655
    South Vermont Street	 	Palatine	 	IL	 	60067	 	Cook	 	Industrial	 	44,000	 	Sq.
    Ft.	 	1,424,818.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	WFB	 	1958
    Brandon Court	 	1958
    Brandon Court	 	Glendale
    Heights	 	IL	 	60139	 	DuPage	 	Industrial	 	35,833	 	Sq.
    Ft.	 	1,265,025.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	WFB	 	850-880
    Greenleaf Avenue	 	850-880
    Greenleaf Avenue	 	Elk
    Grove Village	 	IL	 	60007	 	Cook	 	Industrial	 	34,500	 	Sq.
    Ft.	 	1,215,090.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	WFB	 	619-631
    South Vermont Street	 	619-631
    South Vermont Street	 	Palatine	 	IL	 	60067	 	Cook	 	Industrial	 	36,784	 	Sq.
    Ft.	 	1,158,496.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	WFB	 	601-617
    South Vermont Street	 	601-617
    South Vermont Street	 	Palatine	 	IL	 	60067	 	Cook	 	Industrial	 	36,667	 	Sq.
    Ft.	 	1,111,890.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	WFB	 	764-768
    Thomas Drive	 	764-768
    Thomas Drive	 	Bensenville	 	IL	 	60106	 	DuPage	 	Industrial	 	19,200	 	Sq.
    Ft.	 	932,124.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	WFB	 	250
    South Shaddle Avenue	 	250
    South Shaddle Avenue	 	Mundelein	 	IL	 	60060	 	Lake	 	Industrial	 	17,234	 	Sq.
    Ft.	 	915,479.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	WFB	 	1501-1525
    North Main Street	 	1501-1525
    North Main Street	 	Wheaton	 	IL	 	60187	 	DuPage	 	Retail	 	14,458	 	Sq.
    Ft.	 	885,517.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	 	WFB	 	930
    North Shore Drive	 	930
    North Shore Drive	 	Lake
    Bluff	 	IL	 	60044	 	Lake	 	Industrial	 	12,000	 	Sq.
    Ft.	 	832,253.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	WFB	 	120-138
    West Lake Street	 	120-138
    West Lake Street	 	Northlake	 	IL	 	60164	 	Cook	 	Industrial	 	27,000	 	Sq.
    Ft.	 	765,673.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	WFB	 	888
    Tower Road	 	888
    Tower Road	 	Mundelein	 	IL	 	60060	 	Lake	 	Industrial	 	22,400	 	Sq.
    Ft.	 	649,158.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	WFB	 	7660
    West Industrial Drive	 	7660
    West Industrial Drive	 	Forest
    Park	 	IL	 	60130	 	Cook	 	Industrial	 	16,520	 	Sq.
    Ft.	 	449,417.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.00	 	WFB	 	Walgreens
    - CVS Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Retail	 	172,835	 	Sq.
    Ft.	 	45,750,000.00	 	45,750,000.00	 	Amortizing
    Balloon	 	271,463.40
    	 	Actual/360	 	5.150000%	 	0.014790%	 	5.135210%	 	11	 	2/11/2026
	4.01	 	WFB	 	Walgreens
    - Feasterville	 	2
    East Street Road	 	Feasterville	 	PA	 	19053	 	Bucks	 	Retail	 	14,820	 	Sq.
    Ft.	 	5,325,365.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	Walgreens
    - Mechanicsville	 	625
    North Black Horse Pike	 	Blackwood	 	NJ	 	08012	 	Camden	 	Retail	 	14,820	 	Sq.
    Ft.	 	4,813,889.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	Walgreens
    - Baltimore	 	6301
    York Road	 	Baltimore	 	MD	 	21212	 	Baltimore	 	Retail	 	13,677	 	Sq.
    Ft.	 	4,813,889.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	Walgreens
    - Brick	 	2546
    Hooper Avenue	 	Brick
    Township	 	NJ	 	08723	 	Ocean	 	Retail	 	14,550	 	Sq.
    Ft.	 	4,723,629.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	Walgreens
    - West Hartford	 	940
    South Quaker Lane	 	West
    Hartford	 	CT	 	06110	 	Hartford	 	Retail	 	12,805	 	Sq.
    Ft.	 	3,983,493.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	Walgreens
    - Decatur	 	625
    West Pershing Road	 	Decatur	 	IL	 	62523	 	Macon	 	Retail	 	14,820	 	Sq.
    Ft.	 	3,790,938.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	Walgreens
    - Edgewater	 	3106
    Solomons Island Road	 	Edgewater	 	MD	 	21212	 	Anne
    Arundel	 	Retail	 	14,820	 	Sq.
    Ft.	 	3,730,764.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	Walgreens
    - Elk City	 	115
    West 3rd Street	 	Elk
    City	 	OK	 	73644	 	Beckham	 	Retail	 	14,550	 	Sq.
    Ft.	 	3,309,549.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	CVS
    - Baton Rouge	 	5360
    Highland Road	 	Baton
    Rouge	 	LA	 	70808	 	East
    Baton Rouge	 	Retail	 	13,813	 	Sq.
    Ft.	 	3,104,959.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	Walgreens
    - Taylorville	 	315
    North Webster Street	 	Taylorville	 	IL	 	62568	 	Christian	 	Retail	 	14,550	 	Sq.
    Ft.	 	3,038,768.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	Walgreens
    - Glen Burnie	 	6700
    Ritchie Highway	 	Glen
    Burnie	 	MD	 	21061	 	Anne
    Arundel	 	Retail	 	14,490	 	Sq.
    Ft.	 	2,587,465.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	Walgreens
    - Joliet	 	4822
    Caton Farm Road	 	Joliet	 	IL	 	60586	 	Will	 	Retail	 	15,120	 	Sq.
    Ft.	 	2,527,292.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Torrance
    Crossroads	 	24427
    & 24451 Crenshaw Boulevard	 	Torrance	 	CA	 	90505	 	Los
    Angeles	 	Retail	 	128,121	 	Sq.
    Ft.	 	45,000,000.00	 	45,000,000.00	 	Interest-only,
    Balloon	 	181,093.75
    	 	Actual/360	 	4.750000%	 	0.014790%	 	4.735210%	 	11	 	1/11/2026
	6	 	WFB	 	Keurig
    Green Mountain	 	53
    South Avenue	 	Burlington	 	MA	 	01803	 	Middlesex	 	Office	 	280,560	 	Sq.
    Ft.	 	27,895,480.00	 	27,895,480.00	 	Interest-only,
    ARD	 	101,624.78
    	 	Actual/360	 	4.300000%	 	0.012690%	 	4.287310%	 	1	 	11/1/2020
	7	 	SPREF	 	Boise
    Hotel Portfolio	 	Various	 	Boise	 	ID	 	83705	 	Ada	 	Hospitality	 	303	 	Rooms	 	26,880,000.00	 	26,880,000.00	 	Amortizing
    Balloon	 	167,483.24
    	 	Actual/360	 	5.650000%	 	0.014790%	 	5.635210%	 	6	 	2/6/2026
	7.01	 	SPREF	 	Holiday
    Inn Boise Airport	 	2970
    West Elder Street	 	Boise	 	ID	 	83705	 	Ada	 	Hospitality	 	119	 	Rooms	 	10,780,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	SPREF	 	Hampton
    Inn Boise Airport	 	3270
    South Shoshone Street	 	Boise	 	ID	 	83705-4722	 	Ada	 	Hospitality	 	63	 	Rooms	 	6,580,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	SPREF	 	Fairfield
    Inn by Marriott Boise Airport	 	3300
    South Shoshone Street	 	Boise	 	ID	 	83705-4759	 	Ada	 	Hospitality	 	61	 	Rooms	 	5,390,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	SPREF	 	La
    Quinta Inn & Suites Boise Airport	 	2613
    South Vista Avenue	 	Boise	 	ID	 	83705	 	Ada	 	Hospitality	 	60	 	Rooms	 	4,130,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	Natixis	 	4400
    Jenifer Street	 	4400
    Jenifer Street Northwest	 	Washington	 	DC	 	20015	 	District
    of Columbia	 	Office	 	83,777	 	Sq.
    Ft.	 	26,800,000.00	 	26,800,000.00	 	Interest-only,
    Amortizing Balloon	 	142,397.70
    	 	Actual/360	 	4.910000%	 	0.014790%	 	4.895210%	 	5	 	2/5/2026
	9	 	Natixis	 	901
    7th Street NW	 	901
    7th Street Northwest	 	Washington	 	DC	 	20001	 	District
    of Columbia	 	Mixed
    Use	 	39,686	 	Sq.
    Ft.	 	26,000,000.00	 	26,000,000.00	 	Interest-only,
    Amortizing Balloon	 	139,573.62
    	 	Actual/360	 	5.000000%	 	0.014790%	 	4.985210%	 	5	 	12/5/2025
	10	 	SPREF	 	Homewood
    Suites by Hilton - Melville	 	1585
    Round Swamp Road	 	Plainview	 	NY	 	11803	 	Suffolk	 	Hospitality	 	147	 	Rooms	 	24,000,000.00	 	24,000,000.00	 	Interest-only,
    Amortizing Balloon	 	141,070.19
    	 	Actual/360	 	5.244000%	 	0.014790%	 	5.229210%	 	6	 	1/6/2026
	11	 	WFB	 	The
    Shoppes at Zion	 	250
    Red Cliffs	 	St
    George	 	UT	 	84790	 	Washington	 	Retail	 	118,956	 	Sq.
    Ft.	 	23,625,000.00	 	23,598,643.21	 	Amortizing
    Balloon	 	123,823.70
    	 	Actual/360	 	4.791000%	 	0.034790%	 	4.756210%	 	11	 	1/11/2026
	12	 	WFB	 	Chase
    Corporate Center	 	One
    & Two Chase Corporate Drive	 	Birmingham	 	AL	 	35244	 	Jefferson	 	Office	 	211,257	 	Sq.
    Ft.	 	23,200,000.00	 	23,200,000.00	 	Interest-only,
    Amortizing Balloon	 	124,968.33
    	 	Actual/360	 	5.030000%	 	0.014790%	 	5.015210%	 	11	 	2/11/2023
	13	 	WFB	 	Preferred
    Freezer - Westfield, MA	 	45
    Campanelli Drive	 	Westfield	 	MA	 	01085	 	Hampden	 	Industrial	 	147,594	 	Sq.
    Ft.	 	21,000,000.00	 	21,000,000.00	 	Interest-only,
    Amortizing Balloon	 	111,070.00
    	 	Actual/360	 	4.870000%	 	0.014790%	 	4.855210%	 	11	 	12/11/2025
	14	 	Natixis	 	Lightstone
    Retail Portfolio II	 	Various	 	Various	 	PA	 	Various	 	Various	 	Retail	 	249,962	 	Sq.
    Ft.	 	18,662,470.00	 	18,643,055.45	 	Amortizing
    Balloon	 	101,213.19
    	 	Actual/360	 	5.090000%	 	0.014790%	 	5.075210%	 	5	 	1/5/2026
	14.01	 	Natixis	 	25th
    Street Plaza	 	2429
    Nazareth Road	 	Easton	 	PA	 	18045	 	Northampton	 	Retail	 	131,045	 	Sq.
    Ft.	 	10,813,271.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Mountainville
    Shopping Plaza	 	1604
    South 4th Street	 	Allentown	 	PA	 	18103	 	Lehigh	 	Retail	 	118,917	 	Sq.
    Ft.	 	7,849,199.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	Natixis	 	Lightstone
    Retail Portfolio I	 	Various	 	Various	 	Various	 	Various	 	Various	 	Retail	 	467,071	 	Sq.
    Ft.	 	17,275,030.00	 	17,257,058.80	 	Amortizing
    Balloon	 	93,688.62
    	 	Actual/360	 	5.090000%	 	0.014790%	 	5.075210%	 	5	 	1/5/2026
	15.01	 	Natixis	 	Martintown
    Shopping Center	 	1115-1139
    Knox Road	 	North
    Augusta	 	SC	 	29841	 	Aiken	 	Retail	 	144,479	 	Sq.
    Ft.	 	7,871,697.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	Natixis	 	New
    Smyrna Shopping Center	 	1405-1551
    South Dixie Freeway	 	New
    Smyrna Beach	 	FL	 	32168	 	Volusia	 	Retail	 	101,197	 	Sq.
    Ft.	 	5,053,394.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	Natixis	 	Northside
    Mall - Home Depot	 	3489
    Ross Clark Circle	 	Dothan	 	AL	 	36303	 	Houston	 	Retail	 	104,860	 	Sq.
    Ft.	 	2,673,345.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	Natixis	 	Kings
    Fairground	 	Piney
    Forest & U.S. Highway 58	 	Danville	 	VA	 	24540	 	Danville	 	Retail	 	116,535	 	Sq.
    Ft.	 	1,676,594.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	Natixis	 	1006
    Madison Avenue	 	1006
    Madison Avenue	 	New
    York	 	NY	 	10075	 	New
    York	 	Retail	 	3,917	 	Sq.
    Ft.	 	17,000,000.00	 	17,000,000.00	 	Interest-only,
    Balloon	 	78,322.31
    	 	Actual/360	 	5.438000%	 	0.014790%	 	5.423210%	 	5	 	1/5/2026
	17	 	SPREF	 	Hannaford
    Shopping Center	 	598
    Columbia Turnpike	 	East
    Greenbush	 	NY	 	12061	 	Rensselaer 	 	Retail	 	109,237	 	Sq.
    Ft.	 	16,100,000.00	 	16,100,000.00	 	Interest-only,
    Amortizing Balloon	 	88,904.80
    	 	Actual/360	 	5.250000%	 	0.014790%	 	5.235210%	 	6	 	1/6/2026
	18	 	SPREF	 	The
    Lake Apartments	 	5650
    Timber Creek Place Drive	 	Houston
    	 	TX	 	77084	 	Harris	 	Multifamily	 	286	 	Units	 	15,500,000.00	 	15,500,000.00	 	Interest-only,
    Amortizing Balloon	 	81,999.05
    	 	Actual/360	 	4.872000%	 	0.014790%	 	4.857210%	 	6	 	2/6/2026
	19	 	SPREF	 	The
    Lowell Emerson Apartments	 	1102
    & 1110 8th Avenue	 	Seattle	 	WA	 	98101	 	King	 	Multifamily	 	196	 	Units	 	15,000,000.00	 	15,000,000.00	 	Amortizing
    Balloon	 	80,982.23
    	 	Actual/360	 	5.050000%	 	0.014790%	 	5.035210%	 	6	 	2/6/2023
	20	 	WFB	 	Retail
    Portfolio South Carolina-Tennessee	 	Various	 	Various	 	Various	 	Various	 	Various	 	Retail	 	54,354	 	Sq.
    Ft.	 	14,982,000.00	 	14,982,000.00	 	Interest-only,
    Amortizing Balloon	 	79,513.48
    	 	Actual/360	 	4.900000%	 	0.014790%	 	4.885210%	 	11	 	12/11/2025
	20.01	 	WFB	 	Six
    Mile Commons	 	10092
    Charlotte Highway	 	Fort
    Mill	 	SC	 	29707	 	Lancaster	 	Retail	 	16,008	 	Sq.
    Ft.	 	5,213,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	WFB	 	Plaza
    on Pelham	 	3935
    Pelham Road	 	Greenville	 	SC	 	29615	 	Greenville	 	Retail	 	18,796	 	Sq.
    Ft.	 	5,100,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.03	 	WFB	 	Hixson
    Plaza	 	5550
    Highway 153	 	Hixson	 	TN	 	37343	 	Hamilton	 	Retail	 	12,800	 	Sq.
    Ft.	 	2,644,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.04	 	WFB	 	Myrtle
    Beach	 	102
    Loyola Drive	 	Myrtle
    Beach	 	SC	 	29588	 	Horry	 	Retail	 	6,750	 	Sq.
    Ft.	 	2,025,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	SPREF	 	Breckenridge
    Court Apartments	 	16150
    Keith Harrow	 	Houston
    	 	TX	 	77084	 	Harris	 	Multifamily	 	272	 	Units	 	14,100,000.00	 	14,100,000.00	 	Interest-only,
    Amortizing Balloon	 	74,592.69
    	 	Actual/360	 	4.872000%	 	0.014790%	 	4.857210%	 	6	 	2/6/2026
	22	 	Natixis	 	Crossroads
    and Bernard Court Shopping Center	 	Various	 	Jonesboro	 	AR	 	72401	 	Craighead	 	Retail	 	151,995	 	Sq.
    Ft.	 	12,500,000.00	 	12,487,305.97	 	Amortizing
    Balloon	 	68,569.38
    	 	Actual/360	 	5.191000%	 	0.014790%	 	5.176210%	 	5	 	1/5/2026
	22.01	 	Natixis	 	Bernard
    Court Shopping Center	 	1843-1853
    East Highland Drive	 	Jonesboro	 	AR	 	72401	 	Craighead	 	Retail	 	107,150	 	Sq.
    Ft.	 	7,630,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	Natixis	 	Crossroads
    Shopping Center	 	2300-2302
    East Highland Drive	 	Jonesboro	 	AR	 	72401	 	Craighead	 	Retail	 	44,845	 	Sq.
    Ft.	 	4,870,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	SPREF	 	Triple
    Net Acquisitions Portfolio - Pool 2	 	Various	 	Various	 	Various	 	Various	 	Various	 	Industrial	 	249,854	 	Sq.
    Ft.	 	12,100,000.00	 	12,042,636.13	 	Amortizing
    Balloon	 	71,088.33
    	 	Actual/360	 	5.050000%	 	0.014790%	 	5.035210%	 	6	 	11/6/2025
	23.01	 	SPREF	 	5455
    State Route 307 West	 	5455
    State Route 307 West	 	Geneva	 	OH	 	44041	 	Ashtabula	 	Industrial	 	212,382	 	Sq.
    Ft.	 	9,520,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	SPREF	 	5003
    Chive Drive	 	5003
    Chive Drive	 	San
    Antonio	 	TX	 	78223	 	Bexar	 	Industrial	 	10,400	 	Sq.
    Ft.	 	1,390,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.03	 	SPREF	 	5450
    Bishop Road	 	5450
    Bishop Road	 	Geneva	 	OH	 	44041	 	Ashtabula	 	Industrial	 	27,072	 	Sq.
    Ft.	 	1,190,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	WFB	 	Security
    Public Storage - Bermuda Dunes	 	39505
    Berkey Drive	 	Palm
    Desert	 	CA	 	92211	 	Riverside	 	Self
    Storage	 	156,349	 	Sq.
    Ft.	 	9,950,000.00	 	9,938,742.87	 	Amortizing
    Balloon	 	51,784.03
    	 	Actual/360	 	4.730000%	 	0.014790%	 	4.715210%	 	1	 	1/1/2026
	25	 	Natixis	 	Shilo
    Inn Ocean Shores & Nampa	 	Various	 	Various	 	Various	 	Various	 	Various	 	Hospitality	 	197	 	Rooms	 	9,886,941.00	 	9,847,578.40	 	Amortizing
    Balloon	 	64,004.23
    	 	Actual/360	 	6.050000%	 	0.014790%	 	6.035210%	 	5	 	11/5/2025
	25.01	 	Natixis	 	Shilo
    Inn Ocean Shores	 	707
    Ocean Shores Boulevard Northwest	 	Ocean
    Shores	 	WA	 	98569	 	Grays
    Harbor	 	Hospitality	 	113	 	Rooms	 	6,747,169.20	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	Natixis	 	Shilo
    Inn Nampa Suites	 	1401
    Shilo Drive	 	Nampa	 	ID	 	83687	 	Canyon	 	Hospitality	 	84	 	Rooms	 	3,139,771.80	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	The
    Tower	 	402
    East Yakima Avenue; 417 East Chestnut Avenue	 	Yakima	 	WA	 	98901	 	Yakima	 	Office	 	129,415	 	Sq.
    Ft.	 	9,600,000.00	 	9,569,932.24	 	Amortizing
    Balloon	 	55,674.10
    	 	Actual/360	 	4.920000%	 	0.014790%	 	4.905210%	 	11	 	12/11/2025
	27	 	WFB	 	Hampton
    Inn & Suites Salinas	 	523
    Work Street	 	Salinas	 	CA	 	93901	 	Monterey	 	Hospitality	 	105	 	Rooms	 	9,500,000.00	 	9,478,163.69	 	Amortizing
    Balloon	 	49,099.44
    	 	Actual/360	 	4.670000%	 	0.014790%	 	4.655210%	 	11	 	12/11/2025
	28	 	WFB	 	A-1
    Mini Storage	 	2868-2872
    Dutton Meadow 	 	Santa
    Rosa	 	CA	 	95407	 	Sonoma	 	Self
    Storage	 	152,657	 	Sq.
    Ft.	 	9,400,000.00	 	9,400,000.00	 	Interest-only,
    Amortizing Balloon	 	49,717.05
    	 	Actual/360	 	4.870000%	 	0.014790%	 	4.855210%	 	11	 	1/11/2026
	29	 	SPREF	 	Alief
    Square Apartments	 	7500
    Cook Road	 	Houston
    	 	TX	 	77072	 	Harris	 	Multifamily	 	240	 	Units	 	9,400,000.00	 	9,400,000.00	 	Interest-only,
    Amortizing Balloon	 	49,728.46
    	 	Actual/360	 	4.872000%	 	0.014790%	 	4.857210%	 	6	 	2/6/2026
	30	 	WFB	 	Wright
    Line HQ	 	160
    Gold Star Boulevard	 	Worcester	 	MA	 	01606	 	Worcester	 	Industrial	 	241,000	 	Sq.
    Ft.	 	9,250,000.00	 	9,229,973.16	 	Amortizing
    Balloon	 	49,261.03
    	 	Actual/360	 	4.930000%	 	0.014790%	 	4.915210%	 	11	 	12/11/2025
	31	 	WFB	 	Hy-Vee
    Milan	 	201
    West 10th Avenue	 	Milan	 	IL	 	61264	 	Rock
    Island	 	Retail	 	74,938	 	Sq.
    Ft.	 	7,600,000.00	 	7,591,847.59	 	Amortizing
    Balloon, ARD	 	40,612.85
    	 	Actual/360	 	4.960000%	 	0.014790%	 	4.945210%	 	11	 	1/11/2026
	32	 	Natixis	 	Satellite
    Place	 	Various	 	Duluth	 	GA	 	30096	 	Gwinnett	 	Office	 	113,035	 	Sq.
    Ft.	 	7,420,000.00	 	7,412,664.01	 	Amortizing
    Balloon	 	41,212.82
    	 	Actual/360	 	5.302000%	 	0.014790%	 	5.287210%	 	5	 	1/5/2026
	32.01	 	Natixis	 	2425
    Commerce Ave	 	2425
    Commerce Avenue	 	Duluth	 	GA	 	30096	 	Gwinnett	 	Office	 	56,973	 	Sq.
    Ft.	 	4,012,857.14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	Natixis	 	2450
    Commerce Ave	 	2450
    Commerce Avenue	 	Duluth	 	GA	 	30096	 	Gwinnett	 	Office	 	56,062	 	Sq.
    Ft.	 	3,407,142.86	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	Natixis	 	West
    Carmel Shoppes & Kokomo Town Center Outlots	 	Various	 	Various	 	IN	 	Various	 	Various	 	Retail	 	54,970	 	Sq.
    Ft.	 	7,300,000.00	 	7,300,000.00	 	Interest-only,
    Amortizing Balloon	 	39,268.32
    	 	Actual/360	 	5.018000%	 	0.014790%	 	5.003210%	 	5	 	12/5/2025
	33.01	 	Natixis	 	West
    Carmel Shoppes	 	4335
    West 106th Street	 	Carmel	 	IN	 	46032	 	Hamilton	 	Retail	 	29,250	 	Sq.
    Ft.	 	4,376,022.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	Natixis	 	Kokomo
    Town Center Outlots	 	U.S.
    Highway 931 & East Hoffer Street	 	Kokomo	 	IN	 	46902	 	Howard	 	Retail	 	25,720	 	Sq.
    Ft.	 	2,923,978.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	Natixis	 	Hampton
    Inn Milwaukee	 	1200
    West College Avenue	 	Milwaukee	 	WI	 	53221	 	Milwaukee	 	Hospitality	 	102	 	Rooms	 	7,177,500.00	 	7,162,675.26	 	Amortizing
    Balloon	 	39,102.64
    	 	Actual/360	 	5.130000%	 	0.014790%	 	5.115210%	 	5	 	12/5/2025
	35	 	SPREF	 	Hampton
    Inn & Suites – West Bend	 	1975
    South 18th Avenue	 	Wes
    t Bend	 	WI	 	53095	 	Washington
    	 	Hospitality	 	83	 	Rooms	 	7,000,000.00	 	6,992,881.11	 	Amortizing
    Balloon	 	38,372.92
    	 	Actual/360	 	5.185000%	 	0.014790%	 	5.170210%	 	6	 	1/6/2026
	36	 	WFB	 	Holiday
    Inn Express & Suites Allen	 	205
    Central Expressway	 	Allen	 	TX	 	75013	 	Collin	 	Hospitality	 	87	 	Rooms	 	6,850,000.00	 	6,850,000.00	 	Interest-only,
    Amortizing Balloon	 	39,765.55
    	 	Actual/360	 	4.930000%	 	0.014790%	 	4.915210%	 	11	 	1/11/2021
	37	 	WFB	 	Royal
    Wildewood Manor Apartments	 	201
    Dixie Drive	 	Clute	 	TX	 	77531	 	Brazoria	 	Multifamily	 	260	 	Units	 	6,825,000.00	 	6,817,313.72	 	Amortizing
    Balloon	 	35,602.43
    	 	Actual/360	 	4.750000%	 	0.014790%	 	4.735210%	 	11	 	1/11/2026
	38	 	Natixis	 	Mountainview
    Professional Plaza	 	2851
    North Tenaya Way	 	Las
    Vegas	 	NV	 	89128	 	Clark	 	Office	 	43,897	 	Sq.
    Ft.	 	6,675,000.00	 	6,675,000.00	 	Interest-only,
    Amortizing Balloon	 	35,914.48
    	 	Actual/360	 	5.020000%	 	0.014790%	 	5.005210%	 	5	 	12/5/2025
	39	 	Natixis	 	HIE
    Rochelle	 	1240
    Dement Road	 	Rochelle	 	IL	 	61068	 	Ogle	 	Hospitality	 	80	 	Rooms	 	6,570,000.00	 	6,556,150.71	 	Amortizing
    Balloon	 	35,446.07
    	 	Actual/360	 	5.044000%	 	0.014790%	 	5.029210%	 	5	 	12/5/2025
	40	 	Natixis	 	Comfort
    Suites Charlotte	 	7735
    University City Boulevard	 	Charlotte	 	NC	 	28213	 	Mecklenburg	 	Hospitality	 	120	 	Rooms	 	6,304,000.00	 	6,294,790.98	 	Amortizing
    Balloon	 	37,925.49
    	 	Actual/360	 	5.290000%	 	0.014790%	 	5.275210%	 	5	 	1/5/2026
	41	 	WFB	 	Self
    Storage 1 Lincoln Park	 	2001
    North Elston Avenue	 	Chicago	 	IL	 	60614	 	Cook	 	Self
    Storage	 	87,944	 	Sq.
    Ft.	 	6,200,000.00	 	6,200,000.00	 	Interest-only,
    Amortizing Balloon	 	32,192.82
    	 	Actual/360	 	4.710000%	 	0.014790%	 	4.695210%	 	11	 	1/11/2026
	42	 	Natixis	 	Comfort
    Inn York	 	2250
    North George Street	 	York	 	PA	 	17406	 	York	 	Hospitality	 	129	 	Rooms	 	6,100,000.00	 	6,087,189.93	 	Amortizing
    Balloon	 	32,970.17
    	 	Actual/360	 	5.060000%	 	0.014790%	 	5.045210%	 	5	 	12/5/2025
	43	 	Natixis	 	The
    Jackson Mixed-Use Portfolio	 	Various	 	Jackson	 	MS	 	Various	 	Hinds	 	Various	 	138,408	 	Sq.
    Ft.	 	5,950,000.00	 	5,938,205.02	 	Amortizing
    Balloon	 	33,044.32
    	 	Actual/360	 	5.301000%	 	0.014790%	 	5.286210%	 	5	 	12/5/2025
	43.01	 	Natixis	 	Greenbriar
    Apartments	 	225
    West McDowell Road	 	Jackson	 	MS	 	39204	 	Hinds	 	Multifamily	 	76,024	 	Sq.
    Ft.	 	3,000,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.02	 	Natixis	 	Southside
    Terrace Apartments	 	2750
    North Siwell Road	 	Jackson	 	MS	 	39212	 	Hinds	 	Multifamily	 	55,384	 	Sq.
    Ft.	 	1,950,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.03	 	Natixis	 	City
    Gear	 	2909
    Terry Road	 	Jackson	 	MS	 	39212	 	Hinds	 	Retail	 	7,000	 	Sq.
    Ft.	 	1,000,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	Natixis	 	Clarion
    Inn & Suites Greenville	 	50
    Orchard Park Drive	 	Greenville	 	SC	 	29615	 	Greenville	 	Hospitality	 	126	 	Rooms	 	5,926,000.00	 	5,926,000.00	 	Amortizing
    Balloon	 	35,651.40
    	 	Actual/360	 	5.290000%	 	0.014790%	 	5.275210%	 	5	 	2/5/2026
	45	 	SPREF	 	Staybridge
    Suites – Columbus	 	2890
    Airport Drive	 	Columbus	 	OH	 	43219	 	Franklin	 	Hospitality	 	87	 	Rooms	 	5,865,000.00	 	5,854,825.06	 	Amortizing
    Balloon	 	34,543.90
    	 	Actual/360	 	5.835000%	 	0.014790%	 	5.820210%	 	6	 	12/6/2020
	46	 	SPREF	 	Quarters
    on Red Bluff	 	2300
    Red Bluff	 	Pasadena	 	TX	 	77508	 	Harris	 	Multifamily	 	170	 	Units	 	5,000,000.00	 	5,000,000.00	 	Amortizing
    Balloon	 	26,725.08
    	 	Actual/360	 	4.962000%	 	0.014790%	 	4.947210%	 	6	 	2/6/2026
	47	 	Natixis	 	Best
    Western - Winston Salem	 	3330
    Silas Creek Parkway	 	Winston-Salem	 	NC	 	27103	 	Forsyth	 	Hospitality	 	130	 	Rooms	 	5,000,000.00	 	4,992,883.46	 	Amortizing
    Balloon	 	30,495.71
    	 	Actual/360	 	5.430000%	 	0.014790%	 	5.415210%	 	5	 	1/5/2026
	48	 	Natixis	 	Shilo
    Inn Warrenton	 	1609
    East Harbor Drive	 	Warrenton	 	OR	 	97146	 	Clatsop	 	Hospitality	 	63	 	Rooms	 	4,650,000.00	 	4,631,487.09	 	Amortizing
    Balloon	 	30,102.30
    	 	Actual/360	 	6.050000%	 	0.014790%	 	6.035210%	 	5	 	11/5/2025
	49	 	SPREF	 	Spring
    Brook Lofts	 	3402
    Blalock Road	 	Houston
    	 	TX	 	77080	 	Harris	 	Multifamily	 	104	 	Units	 	4,500,000.00	 	4,500,000.00	 	Interest-only,
    Amortizing Balloon	 	23,338.70
    	 	Actual/360	 	4.700000%	 	0.014790%	 	4.685210%	 	6	 	1/6/2026
	50	 	WFB	 	Springhill
    Self Storage	 	150
    Spring Hill Drive	 	Grass
    Valley	 	CA	 	95945	 	Nevada	 	Self
    Storage	 	69,820	 	Sq.
    Ft.	 	4,400,000.00	 	4,400,000.00	 	Interest-only,
    Balloon	 	17,110.50
    	 	Actual/360	 	4.590000%	 	0.014790%	 	4.575210%	 	11	 	1/11/2026
	51	 	Natixis	 	Shilo
    Inn The Dalles	 	3223
    Bret Clodfelter Way	 	The
    Dalles	 	OR	 	97058	 	Wasco	 	Hospitality	 	112	 	Rooms	 	4,413,325.00	 	4,395,754.34	 	Amortizing
    Balloon	 	28,570.16
    	 	Actual/360	 	6.050000%	 	0.014790%	 	6.035210%	 	5	 	11/5/2025
	52	 	WFB	 	El
    Paso and Yosemite Self Storage	 	Various	 	Various	 	CA	 	Various	 	Various	 	Self
    Storage	 	97,100	 	Sq.
    Ft.	 	4,100,000.00	 	4,100,000.00	 	Interest-only,
    Balloon	 	16,395.44
    	 	Actual/360	 	4.720000%	 	0.014790%	 	4.705210%	 	11	 	1/11/2026
	52.01	 	WFB	 	El
    Paso Self Storage	 	2935
    Union Road	 	Paso
    Robles	 	CA	 	93446	 	San
    Luis Obispo	 	Self
    Storage	 	50,175	 	Sq.
    Ft.	 	2,500,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52.02	 	WFB	 	Yosemite
    Self Storage	 	117
    Creekwood Drive	 	Modesto	 	CA	 	95357	 	Stanislaus	 	Self
    Storage	 	46,925	 	Sq.
    Ft.	 	1,600,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53	 	WFB	 	American
    Mini Storage - Hiram, GA	 	5745
    Wendy Bagwell Parkway	 	Hiram	 	GA	 	30141	 	Paulding	 	Mixed
    Use	 	86,250	 	Sq.
    Ft.	 	3,850,000.00	 	3,845,733.46	 	Amortizing
    Balloon	 	20,246.18
    	 	Actual/360	 	4.820000%	 	0.014790%	 	4.805210%	 	11	 	1/11/2026
	54	 	WFB	 	Security
    Public Storage - Sacramento I	 	3901
    Fruitridge Road	 	Sacramento	 	CA	 	95820	 	Sacramento	 	Self
    Storage	 	88,233	 	Sq.
    Ft.	 	3,850,000.00	 	3,845,644.22	 	Amortizing
    Balloon	 	20,037.04
    	 	Actual/360	 	4.730000%	 	0.014790%	 	4.715210%	 	1	 	1/1/2026
	55	 	Natixis	 	2
    Empire Drive	 	2
    Empire Drive	 	Rensselaer	 	NY	 	12144	 	Rensselaer	 	Office	 	39,950	 	Sq.
    Ft.	 	3,800,000.00	 	3,796,367.74	 	Amortizing
    Balloon	 	21,433.15
    	 	Actual/360	 	5.440000%	 	0.014790%	 	5.425210%	 	5	 	1/5/2026
	56	 	Natixis	 	Sleep
    Inn Hickory	 	1179
    13th Avenue Drive Southeast	 	Hickory	 	NC	 	28602	 	Catawba	 	Hospitality	 	97	 	Rooms	 	3,600,000.00	 	3,589,341.13	 	Amortizing
    Balloon	 	21,530.46
    	 	Actual/360	 	5.230000%	 	0.014790%	 	5.215210%	 	5	 	12/5/2025
	57	 	Natixis	 	Fort
    Knox Self Storage	 	3111
    Southwest 14th Court	 	Pompano
    Beach	 	FL	 	33069	 	Broward	 	Self
    Storage	 	59,278	 	Sq.
    Ft.	 	3,500,000.00	 	3,496,936.35	 	Amortizing
    Balloon	 	20,514.07
    	 	Actual/360	 	5.790000%	 	0.014790%	 	5.775210%	 	5	 	1/5/2021
	58	 	WFB	 	Security
    Public Storage - Moreno Valley	 	24861
    Sunnymead Boulevard	 	Moreno
    Valley	 	CA	 	92553	 	Riverside	 	Self
    Storage	 	67,452	 	Sq.
    Ft.	 	3,360,000.00	 	3,356,198.60	 	Amortizing
    Balloon	 	17,486.87
    	 	Actual/360	 	4.730000%	 	0.014790%	 	4.715210%	 	1	 	1/1/2026
	59	 	WFB	 	Security
    Public Storage - Shaw	 	2633
    West Shaw Avenue	 	Fresno	 	CA	 	93711	 	Fresno	 	Self
    Storage	 	72,536	 	Sq.
    Ft.	 	2,975,000.00	 	2,971,634.18	 	Amortizing
    Balloon	 	15,483.16
    	 	Actual/360	 	4.730000%	 	0.014790%	 	4.715210%	 	1	 	1/1/2026
	60	 	WFB	 	Portland
    Crossing	 	2030
    US Highway 181	 	Portland	 	TX	 	78374	 	San
    Patricio	 	Retail	 	12,024	 	Sq.
    Ft.	 	2,730,000.00	 	2,727,044.06	 	Amortizing
    Balloon	 	14,522.04
    	 	Actual/360	 	4.920000%	 	0.014790%	 	4.905210%	 	11	 	1/11/2026
	61	 	WFB	 	Security
    Public Storage - Blackstone	 	4420
    North Blackstone Avenue	 	Fresno	 	CA	 	93726	 	Fresno	 	Self
    Storage	 	53,149	 	Sq.
    Ft.	 	2,375,000.00	 	2,372,313.00	 	Amortizing
    Balloon	 	12,360.51
    	 	Actual/360	 	4.730000%	 	0.014790%	 	4.715210%	 	1	 	1/1/2026
	62	 	Natixis	 	Chapel
    Hill 	 	1832,
    1827, 1831, 1835, 1839, 1843, 1847, 1851, 1834, 207 Westminster Drive and 108 Chapel Drive 	 	Tallahassee	 	FL	 	32304	 	Leon	 	Multifamily	 	38	 	Beds	 	1,600,000.00	 	1,597,112.23	 	Amortizing
    Balloon	 	9,266.14
    	 	Actual/360	 	5.680000%	 	0.014790%	 	5.665210%	 	5	 	12/5/2025
	63	 	Natixis	 	Paoli
    Mixed Use	 	2-18
    East Lancaster Avenue, 1-3 South Valley Road	 	Paoli	 	PA	 	19301	 	Chester	 	Mixed
    Use	 	15,679	 	Sq.
    Ft.	 	1,532,000.00	 	1,530,693.17	 	Amortizing
    Balloon	 	9,077.05
    	 	Actual/360	 	5.890000%	 	0.014790%	 	5.875210%	 	5	 	1/5/2026
	64	 	Natixis	 	Value
    Self Storage	 	23227
    Freedom Avenue	 	Port
    Charlotte	 	FL	 	33980	 	Charlotte	 	Self
    Storage	 	37,498	 	Sq.
    Ft.	 	1,425,000.00	 	1,420,579.67	 	Amortizing
    Balloon	 	7,948.53
    	 	Actual/360	 	5.340000%	 	0.014790%	 	5.325210%	 	5	 	11/5/2025


 






    	 



    	 



    

 


Wells
Fargo Commercial Mortgage Trust 2016-NXS5

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	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.)	 	Cross
    Collateralized and Cross Defaulted Loan Flag	 	Prepayment
    Provisions	 	Ownership
    Interest	 	Grace
    Period Late (Days)	 	Engineering
    Escrow / Deferred Maintenance ($)	 	Tax
    Escrow (Initial)	 	Monthly
    Tax Escrow ($)	 	Tax
    Escrow - Cash or LoC	 	Tax
    Escrow - LoC Counterparty	 	Insurance
    Escrow (Initial)	 	Monthly
    Insurance Escrow ($)	 	Insurance
    Escrow - Cash or LoC
	1	 	Natixis	 	One
    Court Square	 	NAP	 	NAP	 	60	 	55	 	IO	 	IO	 	NAP	 	GRTR
    1% or YM(29),GRTR 1% or YM or D(27),O(4)	 	Fee	 	3
    days, 2 times during loan term	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	2.00	 	WFB	 	10
    South LaSalle Street	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	10	 	0
    	 	2,803,392
    	 	467,233
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP
	3.00	 	WFB	 	Chicago
    Industrial Portfolio II	 	NAP	 	NAP	 	120	 	119	 	360	 	360	 	NAP	 	L(13),GRTR
    1% or YM(103),O(4)	 	Fee	 	5	 	648,901
    	 	740,067
    	 	140,276
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP
	3.01	 	WFB	 	3883
    Butterfield Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	WFB	 	703
    Foster Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	WFB	 	1601
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	WFB	 	2101-2111
    West 21st Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	WFB	 	6200
    Regency West Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	WFB	 	900-926
    South Westwood Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	WFB	 	1001-1091
    Davis Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	WFB	 	2101-2171
    West Cermak Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	WFB	 	902-924
    Industrial Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	 	WFB	 	2001
    Parkes Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	WFB	 	707-717
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	WFB	 	641-655
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	WFB	 	1958
    Brandon Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	WFB	 	850-880
    Greenleaf Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	WFB	 	619-631
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	WFB	 	601-617
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	WFB	 	764-768
    Thomas Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	WFB	 	250
    South Shaddle Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	WFB	 	1501-1525
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	 	WFB	 	930
    North Shore Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	WFB	 	120-138
    West Lake Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	WFB	 	888
    Tower Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	WFB	 	7660
    West Industrial Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.00	 	WFB	 	Walgreens
    - CVS Portfolio	 	NAP	 	NAP	 	120	 	120	 	300	 	300	 	NAP	 	L(24),D(92),O(4)	 	Various	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	4.01	 	WFB	 	Walgreens
    - Feasterville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	Walgreens
    - Mechanicsville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	Walgreens
    - Baltimore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	Walgreens
    - Brick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	Walgreens
    - West Hartford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	Walgreens
    - Decatur	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	Walgreens
    - Edgewater	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	Walgreens
    - Elk City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	CVS
    - Baton Rouge	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	Walgreens
    - Taylorville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	Walgreens
    - Glen Burnie	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	Walgreens
    - Joliet	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Torrance
    Crossroads	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	168,907
    	 	43,830
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP
	6	 	WFB	 	Keurig
    Green Mountain	 	11/1/2030	 	7.3000%	 	60	 	57	 	IO	 	IO	 	NAP	 	L(27),GRTR
    1% or YM(29),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	7	 	SPREF	 	Boise
    Hotel Portfolio	 	NAP	 	NAP	 	120	 	120	 	300	 	300	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	0
    	 	92,165
    	 	30,722
    	 	Cash	 	NAP	 	57,357
    	 	5,214
    	 	Cash
	7.01	 	SPREF	 	Holiday
    Inn Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	SPREF	 	Hampton
    Inn Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	SPREF	 	Fairfield
    Inn by Marriott Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	SPREF	 	La
    Quinta Inn & Suites Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	Natixis	 	4400
    Jenifer Street	 	NAP	 	NAP	 	120	 	120	 	360	 	360	 	NAP	 	L(24),GRTR
    1% or YM or D(92),O(4)	 	Fee	 	0	 	10,000
    	 	207,816
    	 	41,563
    	 	Cash	 	NAP	 	8,306
    	 	0
    	 	Cash
	9	 	Natixis	 	901
    7th Street NW	 	NAP	 	NAP	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	0	 	5,625
    	 	123,527
    	 	41,176
    	 	Cash	 	NAP	 	5,000
    	 	0
    	 	Cash
	10	 	SPREF	 	Homewood
    Suites by Hilton - Melville	 	NAP	 	NAP	 	120	 	119	 	312	 	312	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	0	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	11	 	WFB	 	The
    Shoppes at Zion	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	93,750
    	 	37,899
    	 	12,633
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP
	12	 	WFB	 	Chase
    Corporate Center	 	NAP	 	NAP	 	84	 	84	 	360	 	360	 	NAP	 	L(24),D(50),O(10)	 	Fee	 	5	 	0
    	 	84,518
    	 	28,172
    	 	Cash	 	NAP	 	9,005
    	 	4,501
    	 	Cash
	13	 	WFB	 	Preferred
    Freezer - Westfield, MA	 	NAP	 	NAP	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	14	 	Natixis	 	Lightstone
    Retail Portfolio II	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM or D(91),O(4)	 	Both	 	0	 	16,250
    	 	89,344
    	 	44,672
    	 	Cash	 	NAP	 	32,609
    	 	0
    	 	Cash
	14.01	 	Natixis	 	25th
    Street Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Mountainville
    Shopping Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	Natixis	 	Lightstone
    Retail Portfolio I	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM or D(91),O(4)	 	Various	 	0	 	49,594
    	 	0
    	 	19,760
    	 	Cash	 	NAP	 	64,801
    	 	0
    	 	Cash
	15.01	 	Natixis	 	Martintown
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	Natixis	 	New
    Smyrna Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	Natixis	 	Northside
    Mall - Home Depot	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	Natixis	 	Kings
    Fairground	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	Natixis	 	1006
    Madison Avenue	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	0
    	 	121,819
    	 	0
    	 	Cash	 	NAP	 	2,075
    	 	0
    	 	Cash
	17	 	SPREF	 	Hannaford
    Shopping Center	 	NAP	 	NAP	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(94),O(1)	 	Fee	 	0	 	13,281
    	 	0
    	 	32,967
    	 	Cash	 	NAP	 	6,717
    	 	3,358
    	 	Cash
	18	 	SPREF	 	The
    Lake Apartments	 	NAP	 	NAP	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	46,438
    	 	44,864
    	 	22,432
    	 	Cash	 	NAP	 	20,774
    	 	10,387
    	 	Cash
	19	 	SPREF	 	The
    Lowell Emerson Apartments	 	NAP	 	NAP	 	84	 	84	 	360	 	360	 	NAP	 	L(24),D(59),O(1)	 	Fee	 	0	 	50,750
    	 	99,913
    	 	19,983
    	 	Cash	 	NAP	 	13,350
    	 	2,967
    	 	Cash
	20	 	WFB	 	Retail
    Portfolio South Carolina-Tennessee	 	NAP	 	NAP	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0
    	 	2,658
    	 	23,010
    	 	Cash	 	NAP	 	583
    	 	290
    	 	Cash
	20.01	 	WFB	 	Six
    Mile Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	WFB	 	Plaza
    on Pelham	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.03	 	WFB	 	Hixson
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.04	 	WFB	 	Myrtle
    Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	SPREF	 	Breckenridge
    Court Apartments	 	NAP	 	NAP	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	80,688
    	 	45,161
    	 	22,581
    	 	Cash	 	NAP	 	15,441
    	 	7,720
    	 	Cash
	22	 	Natixis	 	Crossroads
    and Bernard Court Shopping Center	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	27,813
    	 	47,924
    	 	7,987
    	 	Cash	 	NAP	 	40,475
    	 	2,891
    	 	Cash
	22.01	 	Natixis	 	Bernard
    Court Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	Natixis	 	Crossroads
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	SPREF	 	Triple
    Net Acquisitions Portfolio - Pool 2	 	NAP	 	NAP	 	120	 	117	 	300	 	297	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	0
    	 	78,710
    	 	0
    	 	Cash	 	NAP	 	8,511
    	 	0
    	 	Cash
	23.01	 	SPREF	 	5455
    State Route 307 West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	SPREF	 	5003
    Chive Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.03	 	SPREF	 	5450
    Bishop Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	WFB	 	Security
    Public Storage - Bermuda Dunes	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM or D(88),O(7)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	25	 	Natixis	 	Shilo
    Inn Ocean Shores & Nampa	 	NAP	 	NAP	 	120	 	117	 	300	 	297	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	26,785
    	 	0
    	 	38,532
    	 	Cash	 	NAP	 	24,557
    	 	0
    	 	Cash
	25.01	 	Natixis	 	Shilo
    Inn Ocean Shores	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	Natixis	 	Shilo
    Inn Nampa Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	The
    Tower	 	NAP	 	NAP	 	120	 	118	 	300	 	298	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0
    	 	29,058
    	 	9,686
    	 	Cash	 	NAP	 	13,104
    	 	3,276
    	 	Cash
	27	 	WFB	 	Hampton
    Inn & Suites Salinas	 	NAP	 	NAP	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0
    	 	38,826
    	 	12,942
    	 	Cash	 	NAP	 	45,800
    	 	5,725
    	 	Cash
	28	 	WFB	 	A-1
    Mini Storage	 	NAP	 	NAP	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	41,696
    	 	10,424
    	 	Cash	 	NAP	 	1,205
    	 	1,205
    	 	Cash
	29	 	SPREF	 	Alief
    Square Apartments	 	NAP	 	NAP	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	648,063
    	 	22,465
    	 	11,233
    	 	Cash	 	NAP	 	14,154
    	 	7,077
    	 	Cash
	30	 	WFB	 	Wright
    Line HQ	 	NAP	 	NAP	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(90),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	31	 	WFB	 	Hy-Vee
    Milan	 	1/11/2036	 	The
    greater of (i) 7.96%; 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	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	32	 	Natixis	 	Satellite
    Place	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	29,063
    	 	17,839
    	 	5,946
    	 	Cash	 	NAP	 	1,911
    	 	1,911
    	 	Cash
	32.01	 	Natixis	 	2425
    Commerce Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	Natixis	 	2450
    Commerce Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	Natixis	 	West
    Carmel Shoppes & Kokomo Town Center Outlots	 	NAP	 	NAP	 	120	 	118	 	360	 	360	 	NAP	 	L(26),GRTR
    1% or YM or D(90),O(4)	 	Fee	 	0	 	14,391
    	 	14,889
    	 	0
    	 	Cash	 	NAP	 	8,899
    	 	286
    	 	Cash
	33.01	 	Natixis	 	West
    Carmel Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	Natixis	 	Kokomo
    Town Center Outlots	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	Natixis	 	Hampton
    Inn Milwaukee	 	NAP	 	NAP	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	8,688
    	 	209,633
    	 	19,058
    	 	Cash	 	NAP	 	5,163
    	 	2,582
    	 	Cash
	35	 	SPREF	 	Hampton
    Inn & Suites – West Bend	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	7,500
    	 	39,337
    	 	5,620
    	 	Cash	 	NAP	 	3,558
    	 	1,193
    	 	Cash
	36	 	WFB	 	Holiday
    Inn Express & Suites Allen	 	NAP	 	NAP	 	60	 	59	 	300	 	300	 	NAP	 	L(25),D(31),O(4)	 	Fee	 	5	 	10,938
    	 	10,628
    	 	10,628
    	 	Cash	 	NAP	 	5,312
    	 	2,656
    	 	Cash
	37	 	WFB	 	Royal
    Wildewood Manor Apartments	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	14,706
    	 	14,706
    	 	Cash	 	NAP	 	20,672
    	 	10,336
    	 	Cash
	38	 	Natixis	 	Mountainview
    Professional Plaza	 	NAP	 	NAP	 	120	 	118	 	360	 	360	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	128,258
    	 	19,345
    	 	4,836
    	 	Cash	 	NAP	 	12,685
    	 	995
    	 	Cash
	39	 	Natixis	 	HIE
    Rochelle	 	NAP	 	NAP	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(89),O(5)	 	Fee	 	0	 	6,250
    	 	23,119
    	 	5,780
    	 	Cash	 	NAP	 	11,470
    	 	1,274
    	 	Cash
	40	 	Natixis	 	Comfort
    Suites Charlotte	 	NAP	 	NAP	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	0
    	 	15,629
    	 	3,907
    	 	Cash	 	NAP	 	13,242
    	 	1,204
    	 	Cash
	41	 	WFB	 	Self
    Storage 1 Lincoln Park	 	NAP	 	NAP	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	94,563
    	 	13,509
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP
	42	 	Natixis	 	Comfort
    Inn York	 	NAP	 	NAP	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(91),O(3)	 	Leasehold	 	0	 	0
    	 	8,043
    	 	8,043
    	 	Cash	 	NAP	 	6,093
    	 	2,031
    	 	Cash
	43	 	Natixis	 	The
    Jackson Mixed-Use Portfolio	 	NAP	 	NAP	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	372,723
    	 	0
    	 	5,015
    	 	Cash	 	NAP	 	7,965
    	 	7,965
    	 	Cash
	43.01	 	Natixis	 	Greenbriar
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.02	 	Natixis	 	Southside
    Terrace Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.03	 	Natixis	 	City
    Gear	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	Natixis	 	Clarion
    Inn & Suites Greenville	 	NAP	 	NAP	 	120	 	120	 	300	 	300	 	NAP	 	L(24),D(93),O(3)	 	Fee	 	0	 	4,688
    	 	5,627
    	 	5,627
    	 	Cash	 	NAP	 	9,135
    	 	1,827
    	 	Cash
	45	 	SPREF	 	Staybridge
    Suites – Columbus	 	NAP	 	NAP	 	60	 	58	 	360	 	358	 	NAP	 	L(26),D(31),O(3)	 	Fee	 	0	 	8,438
    	 	70,902
    	 	10,129
    	 	Cash	 	NAP	 	7,053
    	 	3,527
    	 	Cash
	46	 	SPREF	 	Quarters
    on Red Bluff	 	NAP	 	NAP	 	120	 	120	 	360	 	360	 	NAP	 	L(24),D(92),O(4)	 	Fee	 	0	 	204,063
    	 	27,357
    	 	13,678
    	 	Cash	 	NAP	 	9,334
    	 	4,667
    	 	Cash
	47	 	Natixis	 	Best
    Western - Winston Salem	 	NAP	 	NAP	 	120	 	119	 	300	 	299	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	22,188
    	 	10,905
    	 	2,726
    	 	Cash	 	NAP	 	7,292
    	 	899
    	 	Cash
	48	 	Natixis	 	Shilo
    Inn Warrenton	 	NAP	 	NAP	 	120	 	117	 	300	 	297	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	27,500
    	 	0
    	 	4,647
    	 	Cash	 	NAP	 	6,427
    	 	0
    	 	Cash
	49	 	SPREF	 	Spring
    Brook Lofts	 	NAP	 	NAP	 	120	 	119	 	360	 	360	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	0
    	 	4,400
    	 	4,400
    	 	Cash	 	NAP	 	28,393
    	 	3,549
    	 	Cash
	50	 	WFB	 	Springhill
    Self Storage	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	51	 	Natixis	 	Shilo
    Inn The Dalles	 	NAP	 	NAP	 	120	 	117	 	300	 	297	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	15,312
    	 	0
    	 	13,490
    	 	Cash	 	NAP	 	7,504
    	 	0
    	 	Cash
	52	 	WFB	 	El
    Paso and Yosemite Self Storage	 	NAP	 	NAP	 	120	 	119	 	IO	 	IO	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	52.01	 	WFB	 	El
    Paso Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52.02	 	WFB	 	Yosemite
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53	 	WFB	 	American
    Mini Storage - Hiram, GA	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	8,760
    	 	2,920
    	 	Cash	 	NAP	 	2,542
    	 	1,271
    	 	Cash
	54	 	WFB	 	Security
    Public Storage - Sacramento I	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM or D(88),O(7)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	55	 	Natixis	 	2
    Empire Drive	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	50,000
    	 	0
    	 	14,991
    	 	Cash	 	NAP	 	8,905
    	 	890
    	 	Cash
	56	 	Natixis	 	Sleep
    Inn Hickory	 	NAP	 	NAP	 	120	 	118	 	300	 	298	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	27,938
    	 	17,389
    	 	1,449
    	 	Cash	 	NAP	 	16,768
    	 	1,677
    	 	Cash
	57	 	Natixis	 	Fort
    Knox Self Storage	 	NAP	 	NAP	 	60	 	59	 	360	 	359	 	NAP	 	L(25),D(32),O(3)	 	Fee	 	0	 	0
    	 	9,264
    	 	4,632
    	 	Cash	 	NAP	 	7,164
    	 	3,003
    	 	Cash
	58	 	WFB	 	Security
    Public Storage - Moreno Valley	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM or D(88),O(7)	 	Fee	 	5	 	22,125
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	59	 	WFB	 	Security
    Public Storage - Shaw	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM or D(88),O(7)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	60	 	WFB	 	Portland
    Crossing	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(91),O(4)	 	Fee	 	5	 	0
    	 	3,789
    	 	3,789
    	 	Cash	 	NAP	 	13,488
    	 	1,734
    	 	Cash
	61	 	WFB	 	Security
    Public Storage - Blackstone	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),GRTR
    1% or YM or D(88),O(7)	 	Fee	 	5	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP
	62	 	Natixis	 	Chapel
    Hill 	 	NAP	 	NAP	 	120	 	118	 	360	 	358	 	NAP	 	L(26),D(91),O(3)	 	Fee	 	0	 	0
    	 	4,940
    	 	2,470
    	 	Cash	 	NAP	 	3,772
    	 	1,886
    	 	Cash
	63	 	Natixis	 	Paoli
    Mixed Use	 	NAP	 	NAP	 	120	 	119	 	360	 	359	 	NAP	 	L(25),D(92),O(3)	 	Fee	 	0	 	1,875
    	 	7,392
    	 	1,232
    	 	Cash	 	NAP	 	2,114
    	 	1,057
    	 	Cash
	64	 	Natixis	 	Value
    Self Storage	 	NAP	 	NAP	 	120	 	117	 	360	 	357	 	NAP	 	L(27),D(90),O(3)	 	Fee	 	0	 	0
    	 	18,729
    	 	2,341
    	 	Cash	 	NAP	 	3,186
    	 	3,186
    	 	Cash





 



    	 



    	 



    




 


Wells
Fargo Commercial Mortgage Trust 2016-NXS5

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Insurance
    Escrow - LoC Counterparty	 	Upfront
    Replacement Reserve ($)	 	Monthly
    Replacement Reserve ($)(15)	 	Replacement
    Reserve Cap ($)	 	Replacement
    Reserve Escrow - Cash or LoC	 	Replacement
    Reserve Escrow - LoC Counterparty	 	Upfront
    TI/LC Reserve ($)	 	Monthly
    TI/LC Reserve ($)	 	TI/LC
    Reserve Cap ($)	 	TI/LC
    Escrow - Cash or LoC	 	TI/LC
    Escrow - LoC Counterparty	 	Debt
    Service Escrow (Initial) ($)	 	Debt
    Service Escrow (Monthly) ($)	 	Debt
    Service Escrow - Cash or LoC	 	Debt
    Service Escrow - LoC Counterparty	 	Other
    Escrow I Reserve Description
	1	 	Natixis	 	One
    Court Square	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	2.00	 	WFB	 	10
    South LaSalle Street	 	NAP	 	0
    	 	16,280
    	 	0
    	 	Cash	 	NAP	 	0
    	 	130,238
    	 	1,000,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Rent
    Concession Reserve
	3.00	 	WFB	 	Chicago
    Industrial Portfolio II	 	NAP	 	0
    	 	20,804
    	 	0
    	 	Cash	 	NAP	 	750,000
    	 	32,742
    	 	1,600,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Rent
    Concession Reserve
	3.01	 	WFB	 	3883
    Butterfield Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	WFB	 	703
    Foster Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	WFB	 	1601
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	WFB	 	2101-2111
    West 21st Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	WFB	 	6200
    Regency West Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	WFB	 	900-926
    South Westwood Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	WFB	 	1001-1091
    Davis Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	WFB	 	2101-2171
    West Cermak Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	WFB	 	902-924
    Industrial Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	 	WFB	 	2001
    Parkes Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	WFB	 	707-717
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	WFB	 	641-655
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	WFB	 	1958
    Brandon Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	WFB	 	850-880
    Greenleaf Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	WFB	 	619-631
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	WFB	 	601-617
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	WFB	 	764-768
    Thomas Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	WFB	 	250
    South Shaddle Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	WFB	 	1501-1525
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	 	WFB	 	930
    North Shore Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	WFB	 	120-138
    West Lake Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	WFB	 	888
    Tower Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	WFB	 	7660
    West Industrial Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.00	 	WFB	 	Walgreens
    - CVS Portfolio	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	14,403
    	 	518,508
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	4.01	 	WFB	 	Walgreens
    - Feasterville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	Walgreens
    - Mechanicsville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	Walgreens
    - Baltimore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	Walgreens
    - Brick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	Walgreens
    - West Hartford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	Walgreens
    - Decatur	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	Walgreens
    - Edgewater	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	Walgreens
    - Elk City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	CVS
    - Baton Rouge	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	Walgreens
    - Taylorville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	Walgreens
    - Glen Burnie	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	Walgreens
    - Joliet	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Torrance
    Crossroads	 	NAP	 	0
    	 	1,388
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	6	 	WFB	 	Keurig
    Green Mountain	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	7	 	SPREF	 	Boise
    Hotel Portfolio	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	PIP
    Reserves
	7.01	 	SPREF	 	Holiday
    Inn Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	SPREF	 	Hampton
    Inn Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	SPREF	 	Fairfield
    Inn by Marriott Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	SPREF	 	La
    Quinta Inn & Suites Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	Natixis	 	4400
    Jenifer Street	 	NAP	 	0
    	 	1,396
    	 	0
    	 	Cash	 	NAP	 	0
    	 	12,035
    	 	433,256
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	DC
    Radio Renewal Reserve
	9	 	Natixis	 	901
    7th Street NW	 	NAP	 	0
    	 	702
    	 	0
    	 	Cash	 	NAP	 	0
    	 	4,961
    	 	178,587
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Initial
    TI Reserve
	10	 	SPREF	 	Homewood
    Suites by Hilton - Melville	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Seasonality
    Reserve
	11	 	WFB	 	The
    Shoppes at Zion	 	NAP	 	0
    	 	1,975
    	 	0
    	 	Cash	 	NAP	 	0
    	 	13,000
    	 	450,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Rue
    21 Rent Concession/TILC Reserve
	12	 	WFB	 	Chase
    Corporate Center	 	NAP	 	0
    	 	3,521
    	 	250,000
    	 	Cash	 	NAP	 	0
    	 	8,803
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Major
    Tenant TILC Reserve
	13	 	WFB	 	Preferred
    Freezer - Westfield, MA	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	14	 	Natixis	 	Lightstone
    Retail Portfolio II	 	NAP	 	0
    	 	5,355
    	 	199,971
    	 	Cash	 	NAP	 	0
    	 	15,623
    	 	562,419
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Upfront
    TI Reserve
	14.01	 	Natixis	 	25th
    Street Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Mountainville
    Shopping Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	Natixis	 	Lightstone
    Retail Portfolio I	 	NAP	 	0
    	 	7,578
    	 	376,423
    	 	Cash	 	NAP	 	0
    	 	29,408
    	 	1,058,690
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Ground
    Rent Reserve
	15.01	 	Natixis	 	Martintown
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	Natixis	 	New
    Smyrna Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	Natixis	 	Northside
    Mall - Home Depot	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	Natixis	 	Kings
    Fairground	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	Natixis	 	1006
    Madison Avenue	 	NAP	 	0
    	 	65
    	 	0
    	 	Cash	 	NAP	 	600,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	233,652
    	 	0
    	 	Cash	 	NAP	 	Rent
    Abatement Reserve
	17	 	SPREF	 	Hannaford
    Shopping Center	 	NAP	 	220,000
    	 	1,730
    	 	0
    	 	Cash	 	NAP	 	0
    	 	2,276
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	18	 	SPREF	 	The
    Lake Apartments	 	NAP	 	295,438
    	 	7,436
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	19	 	SPREF	 	The
    Lowell Emerson Apartments	 	NAP	 	0
    	 	7,971
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	20	 	WFB	 	Retail
    Portfolio South Carolina-Tennessee	 	NAP	 	65,000
    	 	678
    	 	50,000
    	 	Cash	 	NAP	 	200,000
    	 	3,333
    	 	200,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Casual
    Pint Rent Reserve
	20.01	 	WFB	 	Six
    Mile Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	WFB	 	Plaza
    on Pelham	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.03	 	WFB	 	Hixson
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.04	 	WFB	 	Myrtle
    Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	SPREF	 	Breckenridge
    Court Apartments	 	NAP	 	280,976
    	 	6,188
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	22	 	Natixis	 	Crossroads
    and Bernard Court Shopping Center	 	NAP	 	80,000
    	 	4,017
    	 	0
    	 	Cash	 	NAP	 	352,188
    	 	6,333
    	 	190,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Former
    Ashley Space Reserve
	22.01	 	Natixis	 	Bernard
    Court Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	Natixis	 	Crossroads
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	SPREF	 	Triple
    Net Acquisitions Portfolio - Pool 2	 	NAP	 	0
    	 	4,164
    	 	149,912
    	 	Cash	 	NAP	 	0
    	 	7,287
    	 	437,245
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	23.01	 	SPREF	 	5455
    State Route 307 West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	SPREF	 	5003
    Chive Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.03	 	SPREF	 	5450
    Bishop Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	WFB	 	Security
    Public Storage - Bermuda Dunes	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	25	 	Natixis	 	Shilo
    Inn Ocean Shores & Nampa	 	NAP	 	274,560
    	 	1/12
    of 4.0% of prior year’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Seasonality
    Reserve
	25.01	 	Natixis	 	Shilo
    Inn Ocean Shores	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	Natixis	 	Shilo
    Inn Nampa Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	The
    Tower	 	NAP	 	0
    	 	2,155
    	 	0
    	 	Cash	 	NAP	 	0
    	 	18,750
    	 	500,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Rent
    Concession Reserve
	27	 	WFB	 	Hampton
    Inn & Suites Salinas	 	NAP	 	0
    	 	12,609
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	PIP
    Reserve
	28	 	WFB	 	A-1
    Mini Storage	 	NAP	 	0
    	 	1,908
    	 	45,800
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	29	 	SPREF	 	Alief
    Square Apartments	 	NAP	 	247,920
    	 	7,560
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	30	 	WFB	 	Wright
    Line HQ	 	NAP	 	0
    	 	2,009
    	 	0
    	 	Cash	 	NAP	 	0
    	 	8,334
    	 	450,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	31	 	WFB	 	Hy-Vee
    Milan	 	NAP	 	0
    	 	625
    	 	0
    	 	Cash	 	NAP	 	0
    	 	2,917
    	 	105,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	32	 	Natixis	 	Satellite
    Place	 	NAP	 	0
    	 	1,413
    	 	0
    	 	Cash	 	NAP	 	0
    	 	7,065
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Free
    Rent Reserve
	32.01	 	Natixis	 	2425
    Commerce Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	Natixis	 	2450
    Commerce Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	Natixis	 	West
    Carmel Shoppes & Kokomo Town Center Outlots	 	NAP	 	0
    	 	1,442
    	 	0
    	 	Cash	 	NAP	 	150,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	33.01	 	Natixis	 	West
    Carmel Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	Natixis	 	Kokomo
    Town Center Outlots	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	Natixis	 	Hampton
    Inn Milwaukee	 	NAP	 	0
    	 	4.0%
    of prior month’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Seasonal
    Reserve
	35	 	SPREF	 	Hampton
    Inn & Suites – West Bend	 	NAP	 	0
    	 	7,609
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Seasonality
    Reserve
	36	 	WFB	 	Holiday
    Inn Express & Suites Allen	 	NAP	 	0
    	 	Beginning
    in January 2017, 1/12th of 4% of Underwritten Revenue for prior fiscal year	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	PIP
    Reserve
	37	 	WFB	 	Royal
    Wildewood Manor Apartments	 	NAP	 	135,000
    	 	6,739
    	 	260,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	38	 	Natixis	 	Mountainview
    Professional Plaza	 	NAP	 	0
    	 	695
    	 	0
    	 	Cash	 	NAP	 	220,000
    	 	0
    	 	220,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Neveda
    Radiation Rollover Reserves and Yemane Med Spa Rollover Reserves
	39	 	Natixis	 	HIE
    Rochelle	 	NAP	 	0
    	 	1/12
    of 4.0% of prior year’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	PIP
    Reserve
	40	 	Natixis	 	Comfort
    Suites Charlotte	 	NAP	 	0
    	 	1/12
    of 4.0% of prior year’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	41	 	WFB	 	Self
    Storage 1 Lincoln Park	 	NAP	 	0
    	 	1,100
    	 	26,400
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	42	 	Natixis	 	Comfort
    Inn York	 	NAP	 	0
    	 	1/12
    of 4.0% of prior year’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Property
    Improvement Plan Reserve
	43	 	Natixis	 	The
    Jackson Mixed-Use Portfolio	 	NAP	 	0
    	 	5,760
    	 	0
    	 	Cash	 	NAP	 	0
    	 	583
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	43.01	 	Natixis	 	Greenbriar
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.02	 	Natixis	 	Southside
    Terrace Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.03	 	Natixis	 	City
    Gear	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	Natixis	 	Clarion
    Inn & Suites Greenville	 	NAP	 	0
    	 	1/12
    of 4.0% of prior year’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	45	 	SPREF	 	Staybridge
    Suites – Columbus	 	NAP	 	0
    	 	8,841
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	PIP
    Reserves
	46	 	SPREF	 	Quarters
    on Red Bluff	 	NAP	 	175,610
    	 	4,973
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	47	 	Natixis	 	Best
    Western - Winston Salem	 	NAP	 	0
    	 	1/12
    of 4.0% of prior year’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	48	 	Natixis	 	Shilo
    Inn Warrenton	 	NAP	 	111,320
    	 	1/12
    of 4.0% of prior year’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Seasonality
    Reserve
	49	 	SPREF	 	Spring
    Brook Lofts	 	NAP	 	0
    	 	2,167
    	 	52,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	50	 	WFB	 	Springhill
    Self Storage	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	51	 	Natixis	 	Shilo
    Inn The Dalles	 	NAP	 	544,768
    	 	1/12
    of 4.0% of prior year’s gross revenues	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	Seasonality
    Reserve
	52	 	WFB	 	El
    Paso and Yosemite Self Storage	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	52.01	 	WFB	 	El
    Paso Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52.02	 	WFB	 	Yosemite
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53	 	WFB	 	American
    Mini Storage - Hiram, GA	 	NAP	 	0
    	 	1,078
    	 	38,800
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	54	 	WFB	 	Security
    Public Storage - Sacramento I	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	55	 	Natixis	 	2
    Empire Drive	 	NAP	 	0
    	 	932
    	 	0
    	 	Cash	 	NAP	 	0
    	 	3,329
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	56	 	Natixis	 	Sleep
    Inn Hickory	 	NAP	 	0
    	 	The
    greater of (i) 1/12 of 4.0% of prior year’s gross revenues or (ii) any deposit for capital reserves that is required
    under the Franchise Agreement for the month in which such Payment Date occurs	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	57	 	Natixis	 	Fort
    Knox Self Storage	 	NAP	 	0
    	 	729
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	58	 	WFB	 	Security
    Public Storage - Moreno Valley	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	59	 	WFB	 	Security
    Public Storage - Shaw	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	60	 	WFB	 	Portland
    Crossing	 	NAP	 	0
    	 	291
    	 	0
    	 	Cash	 	NAP	 	0
    	 	1,467
    	 	85,000
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	61	 	WFB	 	Security
    Public Storage - Blackstone	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	62	 	Natixis	 	Chapel
    Hill 	 	NAP	 	0
    	 	306
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	63	 	Natixis	 	Paoli
    Mixed Use	 	NAP	 	0
    	 	356
    	 	0
    	 	Cash	 	NAP	 	0
    	 	640
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP
	64	 	Natixis	 	Value
    Self Storage	 	NAP	 	0
    	 	467
    	 	0
    	 	Cash	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP


 






    	 



    	 



    




 


Wells
Fargo Commercial Mortgage Trust 2016-NXS5

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Other
    Escrow I (Initial) ($)	 	Other
    Escrow I (Monthly) ($)(11)(16)	 	Other
    Escrow I Cap ($)	 	Other
    Escrow I Escrow - Cash or LoC	 	Other  Escrow
    I - LoC Counterparty	 	Other
    Escrow II Reserve Description	 	Other
    Escrow II (Initial) ($)	 	Other
    Escrow II (Monthly) ($)	 	Other
    Escrow II Cap ($)	 	Other
    Escrow II Escrow - Cash or LoC	 	Other  Escrow
    II - LoC Counterparty	 	Holdback(7)	 	Secured
    by LOC (Y/N)	 	LOC
    Amount	 	Type
    of Lockbox
	1	 	Natixis	 	One
    Court Square	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	2.00	 	WFB	 	10
    South LaSalle Street	 	630,218
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Tenant
    Specific TILC Reserve	 	2,248,889
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	3.00	 	WFB	 	Chicago
    Industrial Portfolio II	 	473,703
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Upfront
    Cash Management
	3.01	 	WFB	 	3883
    Butterfield Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	WFB	 	703
    Foster Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	WFB	 	1601
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	WFB	 	2101-2111
    West 21st Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	WFB	 	6200
    Regency West Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	WFB	 	900-926
    South Westwood Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	WFB	 	1001-1091
    Davis Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	WFB	 	2101-2171
    West Cermak Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	WFB	 	902-924
    Industrial Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	 	WFB	 	2001
    Parkes Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	WFB	 	707-717
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	WFB	 	641-655
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	WFB	 	1958
    Brandon Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	WFB	 	850-880
    Greenleaf Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	WFB	 	619-631
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	WFB	 	601-617
    South Vermont Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	WFB	 	764-768
    Thomas Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	WFB	 	250
    South Shaddle Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	WFB	 	1501-1525
    North Main Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	 	WFB	 	930
    North Shore Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	WFB	 	120-138
    West Lake Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	WFB	 	888
    Tower Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	WFB	 	7660
    West Industrial Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.00	 	WFB	 	Walgreens
    - CVS Portfolio	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Upfront
    Cash Management
	4.01	 	WFB	 	Walgreens
    - Feasterville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	WFB	 	Walgreens
    - Mechanicsville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	WFB	 	Walgreens
    - Baltimore	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	WFB	 	Walgreens
    - Brick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	 	WFB	 	Walgreens
    - West Hartford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	 	WFB	 	Walgreens
    - Decatur	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	 	WFB	 	Walgreens
    - Edgewater	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	 	WFB	 	Walgreens
    - Elk City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	 	WFB	 	CVS
    - Baton Rouge	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	 	WFB	 	Walgreens
    - Taylorville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	 	WFB	 	Walgreens
    - Glen Burnie	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	 	WFB	 	Walgreens
    - Joliet	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	WFB	 	Torrance
    Crossroads	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	6	 	WFB	 	Keurig
    Green Mountain	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	7	 	SPREF	 	Boise
    Hotel Portfolio	 	933,405
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	7.01	 	SPREF	 	Holiday
    Inn Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	SPREF	 	Hampton
    Inn Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	SPREF	 	Fairfield
    Inn by Marriott Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	SPREF	 	La
    Quinta Inn & Suites Boise Airport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	Natixis	 	4400
    Jenifer Street	 	500,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	9	 	Natixis	 	901
    7th Street NW	 	819,182
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Tenant
    Cash Trap Reserve	 	100,000
    	 	20,000
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	10	 	SPREF	 	Homewood
    Suites by Hilton - Melville	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	PIP
    Reserve	 	4,300,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	11	 	WFB	 	The
    Shoppes at Zion	 	263,431
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Dress
    Barm TILC Reserve	 	43,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	2,275,000
    	 	N	 	NAP	 	Springing
	12	 	WFB	 	Chase
    Corporate Center	 	71,923
    	 	8,803
    	 	0
    	 	Cash	 	NAP	 	Tenant
    Specific TILC / Rent Concession Reserve	 	Tenant
    Specific TILC - $161,432 / Rent Concession - $70,737	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	13	 	WFB	 	Preferred
    Freezer - Westfield, MA	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Upfront
    Cash Management
	14	 	Natixis	 	Lightstone
    Retail Portfolio II	 	1,500
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Free
    Rent Reserve	 	3,617
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	14.01	 	Natixis	 	25th
    Street Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Mountainville
    Shopping Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	Natixis	 	Lightstone
    Retail Portfolio I	 	45,232
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Upfront
    TI Reserve	 	25,180
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	15.01	 	Natixis	 	Martintown
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	Natixis	 	New
    Smyrna Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	Natixis	 	Northside
    Mall - Home Depot	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	Natixis	 	Kings
    Fairground	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	Natixis	 	1006
    Madison Avenue	 	900,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Upfront
    Cash Management
	17	 	SPREF	 	Hannaford
    Shopping Center	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Soft/Springing
    Cash Management
	18	 	SPREF	 	The
    Lake Apartments	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	19	 	SPREF	 	The
    Lowell Emerson Apartments	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	20	 	WFB	 	Retail
    Portfolio South Carolina-Tennessee	 	47,552
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	20.01	 	WFB	 	Six
    Mile Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	WFB	 	Plaza
    on Pelham	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.03	 	WFB	 	Hixson
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.04	 	WFB	 	Myrtle
    Beach	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	SPREF	 	Breckenridge
    Court Apartments	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	22	 	Natixis	 	Crossroads
    and Bernard Court Shopping Center	 	500,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	22.01	 	Natixis	 	Bernard
    Court Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	Natixis	 	Crossroads
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	SPREF	 	Triple
    Net Acquisitions Portfolio - Pool 2	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	23.01	 	SPREF	 	5455
    State Route 307 West	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	SPREF	 	5003
    Chive Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.03	 	SPREF	 	5450
    Bishop Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	WFB	 	Security
    Public Storage - Bermuda Dunes	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	25	 	Natixis	 	Shilo
    Inn Ocean Shores & Nampa	 	15,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	25.01	 	Natixis	 	Shilo
    Inn Ocean Shores	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	Natixis	 	Shilo
    Inn Nampa Suites	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	WFB	 	The
    Tower	 	24,959
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Moss
    Adams TILC Reserve	 	37,174
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	27	 	WFB	 	Hampton
    Inn & Suites Salinas	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	28	 	WFB	 	A-1
    Mini Storage	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	29	 	SPREF	 	Alief
    Square Apartments	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	30	 	WFB	 	Wright
    Line HQ	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Upfront
    Cash Management
	31	 	WFB	 	Hy-Vee
    Milan	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Upfront
    Cash Management
	32	 	Natixis	 	Satellite
    Place	 	73,039
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Moreland
    Estoppel Reserve	 	5,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	539,349
    	 	N	 	NAP	 	Hard/Springing
    Cash Management
	32.01	 	Natixis	 	2425
    Commerce Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	Natixis	 	2450
    Commerce Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	Natixis	 	West
    Carmel Shoppes & Kokomo Town Center Outlots	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	33.01	 	Natixis	 	West
    Carmel Shoppes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	 	Natixis	 	Kokomo
    Town Center Outlots	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	Natixis	 	Hampton
    Inn Milwaukee	 	57,938
    	 	Monthly:
    10,346.16 on each payment date occurring during the period between April and October, inclusive	 	0
    	 	Cash	 	NAP	 	PIP
    Reserve	 	2,399,689
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	35	 	SPREF	 	Hampton
    Inn & Suites – West Bend	 	15,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	36	 	WFB	 	Holiday
    Inn Express & Suites Allen	 	1,100,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Seasonality
    Reserve	 	34,231
    	 	0
    	 	34,231
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	37	 	WFB	 	Royal
    Wildewood Manor Apartments	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	38	 	Natixis	 	Mountainview
    Professional Plaza	 	300,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	Sleep
    Clinic Rollover Reserves	 	67,125
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Upfront
    Cash Management
	39	 	Natixis	 	HIE
    Rochelle	 	700,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	40	 	Natixis	 	Comfort
    Suites Charlotte	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	41	 	WFB	 	Self
    Storage 1 Lincoln Park	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	42	 	Natixis	 	Comfort
    Inn York	 	494,500
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	43	 	Natixis	 	The
    Jackson Mixed-Use Portfolio	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Soft/Springing
    Cash Management
	43.01	 	Natixis	 	Greenbriar
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.02	 	Natixis	 	Southside
    Terrace Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.03	 	Natixis	 	City
    Gear	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	Natixis	 	Clarion
    Inn & Suites Greenville	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	45	 	SPREF	 	Staybridge
    Suites – Columbus	 	191,400
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	46	 	SPREF	 	Quarters
    on Red Bluff	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	47	 	Natixis	 	Best
    Western - Winston Salem	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	48	 	Natixis	 	Shilo
    Inn Warrenton	 	150,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	49	 	SPREF	 	Spring
    Brook Lofts	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	50	 	WFB	 	Springhill
    Self Storage	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	51	 	Natixis	 	Shilo
    Inn The Dalles	 	175,000
    	 	0
    	 	0
    	 	Cash	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	52	 	WFB	 	El
    Paso and Yosemite Self Storage	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	52.01	 	WFB	 	El
    Paso Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52.02	 	WFB	 	Yosemite
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53	 	WFB	 	American
    Mini Storage - Hiram, GA	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	54	 	WFB	 	Security
    Public Storage - Sacramento I	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	55	 	Natixis	 	2
    Empire Drive	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	56	 	Natixis	 	Sleep
    Inn Hickory	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	57	 	Natixis	 	Fort
    Knox Self Storage	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	58	 	WFB	 	Security
    Public Storage - Moreno Valley	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	59	 	WFB	 	Security
    Public Storage - Shaw	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	60	 	WFB	 	Portland
    Crossing	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Springing
	61	 	WFB	 	Security
    Public Storage - Blackstone	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	None
	62	 	Natixis	 	Chapel
    Hill 	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Soft/Springing
    Cash Management
	63	 	Natixis	 	Paoli
    Mixed Use	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Hard/Springing
    Cash Management
	64	 	Natixis	 	Value
    Self Storage	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	0
    	 	0
    	 	0
    	 	NAP	 	NAP	 	NAP	 	N	 	NAP	 	Soft/Springing
    Cash Management


 






    	 



    	 



    

 


Wells
Fargo Commercial Mortgage Trust 2016-NXS5

MORTGAGE LOAN SCHEDULE


 


	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Borrower
    Name	 	Sponsor
    Name	 	Servicing
    

    Fee Rate
	1	 	Natixis	 	One
    Court Square	 	Waterbridge
    Court Square Holdings LLC	 	Savanna
    Real Estate Fund III, L.P.; Savanna Real Estate (PIV) Fund III, L.P.; Savanna Real Estate Fund IIA, L.P.; Savanna Real Estate
    (AIV) Fund IIA, L.P.; Savanna Real Estate (PIV) Fund IIA, L.P.; OCS Master LP	 	0.0025%
	2.00	 	WFB	 	10
    South LaSalle Street	 	10
    South LaSalle Owner LLC	 	Jeffrey
    Feil	 	0.0025%
	3.00	 	WFB	 	Chicago
    Industrial Portfolio II	 	Welbic
    III Aurora 3883 LLC; Welbic III Bensenville 703 LLC; Welbic III Bensenville 764 LLC; Welbic III Broadview 2001 LLC; Welbic
    III Broadview 21 LLC; Welbic III Broadview Cermak LLC; Welbic III Elgin 1001 LLC; Welbic III Elk Grove 850 LLC; Welbic III
    Forest Park 7660 LLC; Welbic III Lake Bluff 930 LLC; Welbic III Mundelein 250 LLC; Welbic III Palatine 601 LLC; Welbic III
    Palatine 619 LLC; Welbic III Palatine 641 LLC; Welbic III Palatine 707 LLC; Welbic III Racine 6200 LLC; Welbic III Wheaton
    1501 LLC; Welbic III Aurora 902 LLC; Welbic III Addison 900 LLC; Welbic III Mundelein 888 LLC; Welbic III Northlake 120 LLC;
    Welbic III Glendale Heights 1958 LLC; Welbic III Wheaton 1601 LLC	 	George
    J. Cibula, Jr.; Matthew Lewandowski	 	0.0050%
	3.01	 	WFB	 	3883
    Butterfield Road	 	 	 	 	 	 
	3.02	 	WFB	 	703
    Foster Avenue	 	 	 	 	 	 
	3.03	 	WFB	 	1601
    North Main Street	 	 	 	 	 	 
	3.04	 	WFB	 	2101-2111
    West 21st Street	 	 	 	 	 	 
	3.05	 	WFB	 	6200
    Regency West Drive	 	 	 	 	 	 
	3.06	 	WFB	 	900-926
    South Westwood Avenue	 	 	 	 	 	 
	3.07	 	WFB	 	1001-1091
    Davis Road	 	 	 	 	 	 
	3.08	 	WFB	 	2101-2171
    West Cermak Road	 	 	 	 	 	 
	3.09	 	WFB	 	902-924
    Industrial Drive	 	 	 	 	 	 
	3.10	 	WFB	 	2001
    Parkes Drive	 	 	 	 	 	 
	3.11	 	WFB	 	707-717
    South Vermont Street	 	 	 	 	 	 
	3.12	 	WFB	 	641-655
    South Vermont Street	 	 	 	 	 	 
	3.13	 	WFB	 	1958
    Brandon Court	 	 	 	 	 	 
	3.14	 	WFB	 	850-880
    Greenleaf Avenue	 	 	 	 	 	 
	3.15	 	WFB	 	619-631
    South Vermont Street	 	 	 	 	 	 
	3.16	 	WFB	 	601-617
    South Vermont Street	 	 	 	 	 	 
	3.17	 	WFB	 	764-768
    Thomas Drive	 	 	 	 	 	 
	3.18	 	WFB	 	250
    South Shaddle Avenue	 	 	 	 	 	 
	3.19	 	WFB	 	1501-1525
    North Main Street	 	 	 	 	 	 
	3.20	 	WFB	 	930
    North Shore Drive	 	 	 	 	 	 
	3.21	 	WFB	 	120-138
    West Lake Street	 	 	 	 	 	 
	3.22	 	WFB	 	888
    Tower Road	 	 	 	 	 	 
	3.23	 	WFB	 	7660
    West Industrial Drive	 	 	 	 	 	 
	4.00	 	WFB	 	Walgreens
    - CVS Portfolio	 	Maple
    Plaza Drugstores, LLC	 	David
    Wilstein; Leonard Wilstein	 	0.0050%
	4.01	 	WFB	 	Walgreens
    - Feasterville	 	 	 	 	 	 
	4.02	 	WFB	 	Walgreens
    - Mechanicsville	 	 	 	 	 	 
	4.03	 	WFB	 	Walgreens
    - Baltimore	 	 	 	 	 	 
	4.04	 	WFB	 	Walgreens
    - Brick	 	 	 	 	 	 
	4.05	 	WFB	 	Walgreens
    - West Hartford	 	 	 	 	 	 
	4.06	 	WFB	 	Walgreens
    - Decatur	 	 	 	 	 	 
	4.07	 	WFB	 	Walgreens
    - Edgewater	 	 	 	 	 	 
	4.08	 	WFB	 	Walgreens
    - Elk City	 	 	 	 	 	 
	4.09	 	WFB	 	CVS
    - Baton Rouge	 	 	 	 	 	 
	4.10	 	WFB	 	Walgreens
    - Taylorville	 	 	 	 	 	 
	4.11	 	WFB	 	Walgreens
    - Glen Burnie	 	 	 	 	 	 
	4.12	 	WFB	 	Walgreens
    - Joliet	 	 	 	 	 	 
	5	 	WFB	 	Torrance
    Crossroads	 	Torrance
    Shopping Towne, LLC	 	Dorian
    Bilak; Sara V. Dumont	 	0.0050%
	6	 	WFB	 	Keurig
    Green Mountain	 	ARCP
    OFC Burlington MA (Phase 2), LLC	 	Cole
    Corporate Income Operating Partnership II, LP	 	0.0025%
	7	 	SPREF	 	Boise
    Hotel Portfolio	 	BHH
    HI, LLC; BHH HA, LLC; BHH M, LLC; BHH Q, LLC	 	James
    Burgess; Jeff Burgess	 	0.0050%
	7.01	 	SPREF	 	Holiday
    Inn Boise Airport	 	 	 	 	 	 
	7.02	 	SPREF	 	Hampton
    Inn Boise Airport	 	 	 	 	 	 
	7.03	 	SPREF	 	Fairfield
    Inn by Marriott Boise Airport	 	 	 	 	 	 
	7.04	 	SPREF	 	La
    Quinta Inn & Suites Boise Airport	 	 	 	 	 	 
	8	 	Natixis	 	4400
    Jenifer Street	 	Jenifer
    Street Limited Partnership	 	Charles
    A. Gravely; Shelton Zuckerman	 	0.0050%
	9	 	Natixis	 	901
    7th Street NW	 	Jemal’s
    Hermann L.L.C.	 	Norman
    Jemal	 	0.0050%
	10	 	SPREF	 	Homewood
    Suites by Hilton - Melville	 	Melville
    Hospitality, LLC	 	Lawrence
    A. Levine; Charles R. Feinbloom; Paul F. Amoruso; Burt M. Levine; Michael Hahn; Do-Ro-Mi Hotel Associates LLC; Lawrence A.
    Levine 2013 Family Trust	 	0.0050%
	11	 	WFB	 	The
    Shoppes at Zion	 	ZFS
    Holding 2005, LLC	 	Yehuda
    Netanel	 	0.0250%
	12	 	WFB	 	Chase
    Corporate Center	 	Chase
    Corporate Center, LLC	 	Abhishek
    Mathur; Brian Adams; Andrew Stone	 	0.0050%
	13	 	WFB	 	Preferred
    Freezer - Westfield, MA	 	Industrial
    Holding, LLC; Regional Holding, LLC; Westfield Venture, LLC	 	Sherwin
    Jarol	 	0.0050%
	14	 	Natixis	 	Lightstone
    Retail Portfolio II	 	Mountainville
    Shopping Center LLC; 25th Street Plaza LLC	 	Lightstone
    Parent LLC	 	0.0050%
	14.01	 	Natixis	 	25th
    Street Plaza	 	 	 	 	 	 
	14.02	 	Natixis	 	Mountainville
    Shopping Plaza	 	 	 	 	 	 
	15	 	Natixis	 	Lightstone
    Retail Portfolio I	 	New
    Smyrna ACD, LLC; Northside ACD, LLC; Martintown ACD, LLC; Kings Fairground ACD, LLC	 	Lightstone
    Parent LLC	 	0.0050%
	15.01	 	Natixis	 	Martintown
    Shopping Center	 	 	 	 	 	 
	15.02	 	Natixis	 	New
    Smyrna Shopping Center	 	 	 	 	 	 
	15.03	 	Natixis	 	Northside
    Mall - Home Depot	 	 	 	 	 	 
	15.04	 	Natixis	 	Kings
    Fairground	 	 	 	 	 	 
	16	 	Natixis	 	1006
    Madison Avenue	 	Thor
    1006 Madison Owner LLC	 	Joseph
    J. Sitt	 	0.0050%
	17	 	SPREF	 	Hannaford
    Shopping Center	 	Sacco
    of Albany, LLC; Josben Sacco LLC	 	Carmine
    Polito; Benito Petraglia; Anthony Belviso	 	0.0050%
	18	 	SPREF	 	The
    Lake Apartments	 	JAW
    Lake LLC	 	Emery
    Jakab	 	0.0050%
	19	 	SPREF	 	The
    Lowell Emerson Apartments	 	Lowell
    Emerson Associates L.L.C.	 	Raymond
    Russo; Linda Russo; Jeanne Sommerville	 	0.0050%
	20	 	WFB	 	Retail
    Portfolio South Carolina-Tennessee	 	Bond
    Street Fund 7, LLC; Southern Sumter Crossing, LLC	 	Michael
    D. Reynolds; Eric Hohmann	 	0.0050%
	20.01	 	WFB	 	Six
    Mile Commons	 	 	 	 	 	 
	20.02	 	WFB	 	Plaza
    on Pelham	 	 	 	 	 	 
	20.03	 	WFB	 	Hixson
    Plaza	 	 	 	 	 	 
	20.04	 	WFB	 	Myrtle
    Beach	 	 	 	 	 	 
	21	 	SPREF	 	Breckenridge
    Court Apartments	 	JAW
    Breckenridge Court LLC	 	Emery
    Jakab	 	0.0050%
	22	 	Natixis	 	Crossroads
    and Bernard Court Shopping Center	 	Jonesboro
    Crossroads LLC; Bernard Court LLC	 	Jonathan
    Gould	 	0.0050%
	22.01	 	Natixis	 	Bernard
    Court Shopping Center	 	 	 	 	 	 
	22.02	 	Natixis	 	Crossroads
    Shopping Center	 	 	 	 	 	 
	23	 	SPREF	 	Triple
    Net Acquisitions Portfolio - Pool 2	 	Chive
    Drive San Antonio TX, LLC ; State Route 307 West Geneva OH, LLC ; Bishop Road Geneva OH I, LLC ; Bishop Road Geneva OH II,
    LLC	 	Triple
    Net Acquisitions	 	0.0050%
	23.01	 	SPREF	 	5455
    State Route 307 West	 	 	 	 	 	 
	23.02	 	SPREF	 	5003
    Chive Drive	 	 	 	 	 	 
	23.03	 	SPREF	 	5450
    Bishop Road	 	 	 	 	 	 
	24	 	WFB	 	Security
    Public Storage - Bermuda Dunes	 	Security
    Public Storage - Bermuda Dunes, A California Limited Partnership	 	Benjamin
    D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Allen Orwitz and Lea Orwitz,
    individually and as Co-Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts; BACO Realty Corporation	 	0.0050%
	25	 	Natixis	 	Shilo
    Inn Ocean Shores & Nampa	 	Shilo
    Inn, Ocean Shores, LLC; Shilo Inn, Nampa Suites, LLC	 	Mark
    S. Hemstreet	 	0.0050%
	25.01	 	Natixis	 	Shilo
    Inn Ocean Shores	 	 	 	 	 	 
	25.02	 	Natixis	 	Shilo
    Inn Nampa Suites	 	 	 	 	 	 
	26	 	WFB	 	The
    Tower	 	The
    Tower, LLC	 	Joseph
    R. Morrier, Sr.	 	0.0050%
	27	 	WFB	 	Hampton
    Inn & Suites Salinas	 	Salinas
    Hotel Investors, LLC	 	James
    E. O’Connell, III	 	0.0050%
	28	 	WFB	 	A-1
    Mini Storage	 	Dutton
    Meadow A-1 Mini Storage, LLC	 	James
    L. Ledwith individually and as Trustee of the James L. Ledwith and Cathleen C. Gellepis Revocable Trust; Cathleen C. Gellepis
    as Trustee of the James L. Ledwith and Cathleen C. Gellepis Revocable Trust	 	0.0050%
	29	 	SPREF	 	Alief
    Square Apartments	 	Jaw
    Apartments LLC	 	Emery
    Jakab	 	0.0050%
	30	 	WFB	 	Wright
    Line HQ	 	160
    Gold Star, L.L.C.	 	Ruskin	 	0.0050%
	31	 	WFB	 	Hy-Vee
    Milan	 	HV
    Milan LLC	 	Ruskin	 	0.0050%
	32	 	Natixis	 	Satellite
    Place	 	Satellite
    Place Property, LLC	 	Quynh
    Palomino; Lloyd W. Kendall, Jr.	 	0.0050%
	32.01	 	Natixis	 	2425
    Commerce Ave	 	 	 	 	 	 
	32.02	 	Natixis	 	2450
    Commerce Ave	 	 	 	 	 	 
	33	 	Natixis	 	West
    Carmel Shoppes & Kokomo Town Center Outlots	 	Lawndale
    Plaza, LLC	 	Jerry
    M. Wise; Ronald Z. Harris	 	0.0050%
	33.01	 	Natixis	 	West
    Carmel Shoppes	 	 	 	 	 	 
	33.02	 	Natixis	 	Kokomo
    Town Center Outlots	 	 	 	 	 	 
	34	 	Natixis	 	Hampton
    Inn Milwaukee	 	MKE
    Hospitality LLC	 	Shreyas
    Patel	 	0.0050%
	35	 	SPREF	 	Hampton
    Inn & Suites – West Bend	 	West
    Bend Hotel Associates, LLC	 	Kinseth
    Hospitality Companies	 	0.0050%
	36	 	WFB	 	Holiday
    Inn Express & Suites Allen	 	Plutus
    Allen I, LLC	 	Plutus
    Hospitality Advisors	 	0.0050%
	37	 	WFB	 	Royal
    Wildewood Manor Apartments	 	Clute
    Apartments 2, Ltd.	 	Hardial
    Singh	 	0.0050%
	38	 	Natixis	 	Mountainview
    Professional Plaza	 	Dennee-Mountain
    View, LLC; MJ-Mountain View, LLC	 	Martin
    A. Ensbury; David L. Dennee	 	0.0050%
	39	 	Natixis	 	HIE
    Rochelle	 	Shri
    Siddh Ganesh, Inc.	 	Sanjiv
    Mehrotra; Jigar Chokshi	 	0.0050%
	40	 	Natixis	 	Comfort
    Suites Charlotte	 	Maya
    Hotel, Inc.	 	Balvant
    Jariwala; Dharmendra Jinwala	 	0.0050%
	41	 	WFB	 	Self
    Storage 1 Lincoln Park	 	Chicago
    Self Storage III, LLC	 	Gray
    Cardiff; Gray E. And Linda Pasche Cardiff Revocable Inter Vivos Trust	 	0.0050%
	42	 	Natixis	 	Comfort
    Inn York	 	Pearls
    Hospitality, LLC	 	Pradip
    Acharya	 	0.0050%
	43	 	Natixis	 	The
    Jackson Mixed-Use Portfolio	 	SJ
    Group Holding LLC	 	Vikas
    Jain	 	0.0050%
	43.01	 	Natixis	 	Greenbriar
    Apartments	 	 	 	 	 	 
	43.02	 	Natixis	 	Southside
    Terrace Apartments	 	 	 	 	 	 
	43.03	 	Natixis	 	City
    Gear	 	 	 	 	 	 
	44	 	Natixis	 	Clarion
    Inn & Suites Greenville	 	Shree
    Ruxmani, LLC	 	Balvant
    Jariwala; Hiren Patel; Dharmendra Jinwala	 	0.0050%
	45	 	SPREF	 	Staybridge
    Suites – Columbus	 	GH
    Columbus Hotel Partners, LLC	 	Kenneth
    Charles Golder	 	0.0050%
	46	 	SPREF	 	Quarters
    on Red Bluff	 	JAW
    Chateau Creole LLC	 	Emery
    Jakab	 	0.0050%
	47	 	Natixis	 	Best
    Western - Winston Salem	 	SHIVMAYA,
    INC.	 	Balvant
    Jariwala; Kunal Dave	 	0.0050%
	48	 	Natixis	 	Shilo
    Inn Warrenton	 	Shilo
    Inn, Warrenton, LLC	 	Mark
    S. Hemstreet	 	0.0050%
	49	 	SPREF	 	Spring
    Brook Lofts	 	CMH
    Spring Brook Village, L.L.C.	 	Kylie
    Schischka	 	0.0050%
	50	 	WFB	 	Springhill
    Self Storage	 	Springhill
    Storage, LLC	 	Ronald
    S. Dundas; Robert Puccinelli	 	0.0050%
	51	 	Natixis	 	Shilo
    Inn The Dalles	 	Shilo
    Inn, The Dalles, LLC	 	Mark
    S. Hemstreet	 	0.0050%
	52	 	WFB	 	El
    Paso and Yosemite Self Storage	 	Cypress
    Equities Group II, L.P.; Cypress Equities Group III, L.P.	 	Frank
    L. Crist, III	 	0.0050%
	52.01	 	WFB	 	El
    Paso Self Storage	 	 	 	 	 	 
	52.02	 	WFB	 	Yosemite
    Self Storage	 	 	 	 	 	 
	53	 	WFB	 	American
    Mini Storage - Hiram, GA	 	AMS
    I Atlanta Investments, LLC	 	Troy
    Downing	 	0.0050%
	54	 	WFB	 	Security
    Public Storage - Sacramento I	 	Security
    Public Storage - Sacramento, A California Limited Partnership	 	Benjamin
    D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Allen Orwitz and Lea Orwitz,
    individually and as Co-Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts; BACO Realty Corporation	 	0.0050%
	55	 	Natixis	 	2
    Empire Drive	 	East
    Park Empire Drive LLC	 	Faige
    Shemtov	 	0.0050%
	56	 	Natixis	 	Sleep
    Inn Hickory	 	Star
    Hotels of Hickory, Inc.	 	Kunal
    H. Dave; Maneshkumar Patel	 	0.0050%
	57	 	Natixis	 	Fort
    Knox Self Storage	 	Midgard
    Storage LLC	 	James
    E. Goldstein; Anders U. Schroeder	 	0.0050%
	58	 	WFB	 	Security
    Public Storage - Moreno Valley	 	All
    Stor Moreno Valley, A California Limited Partnership	 	Benjamin
    D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Allen Orwitz and Lea Orwitz,
    individually and as Co-Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts; BACO Realty Corporation	 	0.0050%
	59	 	WFB	 	Security
    Public Storage - Shaw	 	Shaw
    Mini Storage - Fresno, A California Limited Partnership	 	Benjamin
    D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Allen Orwitz and Lea Orwitz,
    individually and as Co-Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts; BACO Realty Corporation	 	0.0050%
	60	 	WFB	 	Portland
    Crossing	 	Portland
    Crossing LP	 	Jose
    Chapa; Rodolfo Chapa; Rodolfo D. Chapa	 	0.0050%
	61	 	WFB	 	Security
    Public Storage - Blackstone	 	Thrifty
    Mini Storage, A California Limited Partnership	 	Benjamin
    D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust; Allen Orwitz and Lea Orwitz,
    individually and as Co-Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts; BACO Realty Corporation	 	0.0050%
	62	 	Natixis	 	Chapel
    Hill 	 	Chapel
    Hill Partners LLC	 	Ketan
    B. Vora; Robert M. Brier	 	0.0050%
	63	 	Natixis	 	Paoli
    Mixed Use	 	Paoli
    Town Center LLC	 	Ketan
    B. Vora; Robert M. Brier	 	0.0050%
	64	 	Natixis	 	Value
    Self Storage	 	MK
    Storage Ventures, LLC	 	Michael
    Kennell; Darcy Kennell	 	0.0050%


 



    	 



    	 



    




  








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-NXS5





			[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-NXS5, Commercial Mortgage
Pass-Through Certificates, Series 2016-NXS5



 


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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5 (the “Certificates”) in connection with the transfer by
_________________ (the “Seller”) to the undersigned (the “Purchaser”) of [$_______________
aggregate [Certificate Balance][Notional Amount]] [%___ Percentage Interest] of Class ___ Certificates (the “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-NXS5





			[OR OTHER CERTIFICATE REGISTRAR]



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5 (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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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 thereof, to a Disqualified Organization. For the purposes
hereof, a Disqualified Organization is


 






    	Exhibit D-1-1



    	 



    

 


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-NXS5 


			[OR OTHER CERTIFICATE REGISTRAR]



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5 (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 Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services 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:	 

        

	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

    Loan No.:	 

        

	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	9062 Old Annapolis Road
	 	Address:	Columbia, Maryland 21045

    Attention: Corporate Trust Services

    (CMBS)
	 	 	Wells Fargo Commercial Mortgage Trust 2016-NXS5
	 	 	 
	 	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-NXS5,
    Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association,
as trustee (the “Trustee”), for the Holders of Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage
Pass-Through Certificates, Series 2016-NXS5, 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, 2016, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo


 






    	Exhibit E-1



    	 



    

 


Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).





			



 





		(
)	 	
	 	 		 
		(
)		
	 			
		(
)	 	 


 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The [Master Servicer]
[Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Pooling and Servicing Agreement.


 


(2)          The [Master Servicer]
[Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens, security
interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the
Pooling and Servicing Agreement.


 


(3)          The [Master Servicer]
[Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage Loans
have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control. 





	 	 	 	 	 
		[____________]
	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	Date:	 	 	 	 


 


 






    	Exhibit E-2



    	 



    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National
Association,

as Certificate Administrator





Wells Fargo Center





Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) – 


Wells Fargo Commercial Mortgage
Trust 2016-NXS5 


			[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-NXS5, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXS5



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial Certificate Balance in the Wells Fargo Commercial
Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, Class [F][G][H] 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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a


 






    	Exhibit F-1-1



    	 



    

 


“Plan”) or (b) a person acting on behalf of or using the assets
of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such
a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general account” (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the
Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not constitute
or result in a non-exempt violation of applicable Similar Law).


 


2.          The Purchaser understands
that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the Trustee
and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and
will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers,
the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the
Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial
Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.








	 	 	 	 	 
	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	 	[The Purchaser]
	 	 	 	 	 
		 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	Date:	 	 	 	 





 






    	Exhibit F-1-2



    	 



    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R 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-NXS5 


			[OR OTHER CERTIFICATE REGISTRAR]



 





[Transferor]





[______] 


[______]





Attention: [______]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the Wells Fargo Commercial Mortgage Trust 2016-NXS5,
Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5, [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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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 (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan (including
an entity whose underlying assets include Plan assets by reason of investment in the entity by such a


 






    	Exhibit F-2-1



    	 



    

 


Plan or Plans and the application
of Department of Labor Regulation § 2510.3 101, as modified by Section 3(42) of ERISA) or using the assets of a Plan to purchase
such [Class 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






  



    	Exhibit G-1



    	 



    




 



 


 






	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Operating
    Advisor/ 

    Asset Representations Reviewer 	 	 
	 	 	Wells Fargo Commercial
                                         Mortgage

                                         Securities, Inc. 
	 	 	 	

                                             Wells
                                         Fargo Bank, N.A.
	 	 	 	Rialto Capital Advisors, LLC
730
    NW 107th Avenue, Suite 400	 	 	 	Park Bridge Lender Services LLC
560 Lexington Avenue, 17th Floor	 	 
	 	 	375 Park Avenue	 	 	 	1901 Harrison Street	 	 	 	Miami, FL 33172	 	 	 	New York, NY 10022	 	 
	 	 	2nd Floor, J0127-23	 	 	 	Oakland, CA 94612	 	 	 	 	 	 	 	 	 	 
	 	 	New York, NY 10152	 	 	 	 	 	 	 		 	 	 	 	 	 
	 	 	Contact:	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 
	 	 	Anthony.Sfarra@wellsfargo.com	 	 	 	REAM_InvestorRelations@WellsFargo.com	 	 	 	Contact: Thekla Salzman	 	 	 	Contact:                 David Rodgers	 	 
	 	 	Phone Number:  (212) 214-5613	 	 	 		 	 	 	Phone Number: (305) 229-6465	 	 	 	Phone Number:     (212) 310-9821	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from
    information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.	 	 
	 	 	 	 
	 	Please visit www.ctslink.com for additional information
    and special notices. In addition, certificateholders may register online for email notification when special notices are posted.
    For information or assistance please call 866-846-4526.	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









    	Page 1 of 24



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class 	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-6	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-6FL	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-6FX	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).

                                               

                                               

                                               



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 24



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-6	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-6FL	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-6FX	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	Page 3 of 24



    	 



    










 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-6	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-6FL	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-6FX	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 4 of 24



    	 



    

 





	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 5 of 24



    	 



    






 



	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee
    - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wilmington
    Trust National Association	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee - Wells
    Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Operating Advisor Fee - Park Bridge
    Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Total Fees		0.00 	 
	 	Extension Interest	0.00	 	 		 		 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	Page 6 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 7 of 24



    	 



    
 



	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 8 of 24



    	 



    

 



	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.


	 
	 	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.	 
	 	 	 	 	 


 


    	Page 9 of 24



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	   to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24



    	 



    





 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	Page 12 of 24



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-   Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	-   One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	-   Two Months Delinquent	5	-	Non Performing Matured Balloon	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	-   Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-   Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-   Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-   Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-   Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-   Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 15 of 24



    	 



    










 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 16 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	Page 17 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	Page 18 of 24



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 19 of 24



    	 



    



 






	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Page 20 of 24



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 21 of 24



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16


	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	Page 22 of 24



    	 



    

 






	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24



    	 



    
 

	 	 	 	 
		Wells Fargo Commercial
Mortgage Trust 2016-NXS5


Commercial Mortgage Pass-Through Certificates

Series 2016-NXS5	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	3/17/16
	8480 Stagecoach Circle	Record Date:	2/29/16
	Frederick, MD 21701-4747	Determination Date:	3/11/16



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 24 of 24



    	 



    




 




 





EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National
Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5” (the “Assignee”), having an office
at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee WFCM 2016-NXS5, 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-NXS5


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5, 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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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 Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.








	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc:
Wells Fargo Commercial Mortgage Securities, Inc.	 	 


 





 



 


**    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




 






    	Exhibit I-2



    	 



    

 





EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


Wells Fargo Commercial Mortgage
Trust 2016-NXS5


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXS5, 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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States,


 






    	Exhibit J-1



    	 



    

 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed
selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc: Wells Fargo Commercial Mortgage Securities, Inc.	 	 


 





 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 








    	Exhibit J-2



    	 



    


 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Wells Fargo Commercial Mortgage
Trust 2016-NXS5


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5, 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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class
(CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of


 


 



 


	*	Select
                                         appropriate depository.



 



    	Exhibit K-1



    	 



    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc:   Wells Fargo Commercial Mortgage Securities, Inc.	 	 


 



    	Exhibit K-2



    	 



    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Wells Fargo Commercial Mortgage
Trust 2016-NXS5


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5, 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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 


 



 


	*	Select,
                                         as applicable.




 



    	Exhibit L-1



    	 



    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	Dated:______________
	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


 



    	Exhibit L-2



    	 



    

 


 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Wells Fargo Commercial Mortgage
Trust 2016-NXS5


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)the offer of the
Certificates was not made to a person in the United States;


 


 



 


	*	Select
                                         appropriate depository.



 



    	Exhibit M-1



    	 



    

 


[(2)at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)no “directed
selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc:   Wells Fargo Commercial Mortgage Securities, Inc.	 	 


 


 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S. 


 



    	Exhibit M-2



    	 



    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Wells Fargo Commercial Mortgage
Trust 2016-NXS5


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)the offer of the
Certificates was not made to a person in the United States,


 



    	Exhibit N-1



    	 



    

 


[(2)at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)no “directed
selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	 	 	 
	cc:   Wells Fargo Commercial Mortgage Securities, Inc.	 	 


 


 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S. 


 



    	Exhibit N-2



    	 



    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Wells Fargo Commercial Mortgage
Trust 2016-NXS5


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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.


 


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


 



    	Exhibit O-1



    	 



    

 


commenced or threatened
in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to
any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the
benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 	 	 
	 	[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-NXS5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.            The undersigned
is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any
investment advisor or manager or other representative of the foregoing).


 


2.            The undersigned
is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.            In the case that
the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has
received a copy of the Prospectus.


 


4.            The undersigned
is not a Borrower Party.


 


5.            The undersigned
is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior


 



    	Exhibit P-1A-1



    	 



    

 


written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.            The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.            The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



    	Exhibit P-1A-2



    	 



    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-NXS5 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-NXS5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender
Services LLC

        41 Watchung Plaza, Suite 250

Montclair, New Jersey 07042

        Attention: WFCM 2016-NXS5 Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 
	
        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-NXS5

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2016-NXS5	
        Rialto Capital Advisors,
LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah,
Adam Singer (WFCM 2016-NXS5)

	 	 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5, 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 Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services 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 Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.            At any time the
undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.            The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.            [For use with
any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic


 



    	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-NXS5

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-NXS5 Asset Manager


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.            The undersigned
is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any
investment advisor or manager or other representative of the foregoing).


 


2.            The undersigned
is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.            In the case that
the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned
has received a copy of the Prospectus.


 


4.            The undersigned
is a Borrower Party.


 


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


 



    	Exhibit P-1C-1



    	 



    

 


the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.            The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.            The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



    	Exhibit P-1C-2



    	 



    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-NXS5 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-NXS5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender
Services LLC

        41 Watchung Plaza, Suite 250

Montclair, New Jersey 07042

        Attention: WFCM 2016-NXS5 Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	
        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-NXS5

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2016-NXS5	
        Rialto Capital Advisors,
LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah,
Adam Singer (WFCM 2016-NXS5)



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, 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 Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.             The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.             The undersigned
is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 



    	Exhibit P-1D-1



    	 



    

 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.            The undersigned
has received a copy of the Prospectus.


 


4.            Except with respect
to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.            The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.            The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.            To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, 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


 



    	Exhibit P-1D-2



    	 



    

 


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]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-NXS5 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-NXS5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender
Services LLC

        41 Watchung Plaza, Suite 250

Montclair, New Jersey 07042

        Attention: WFCM 2016-NXS5 Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 
	
        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-NXS5

	 	 
	Wilmington Trust, National Association

         1100 North Market Street

         Wilmington, Delaware 19890

         Attention: WFCM 2016-NXS5	
        Rialto Capital Advisors,
LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah,
Adam Singer (WFCM 2016-NXS5)



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-NXS5, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b)
OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.            The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 



    	Exhibit P-1E-1



    	 



    

 


2.            The undersigned
has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded
Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.            As of the date
above, the undersigned is the beneficial owner of the following certificates, and is providing the below information to the addressees
hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate
Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Controlling
Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding

Certificate Balance	Initial Certificate

Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


4.            Except with respect
to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in 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


 



    	Exhibit P-1E-2



    	 



    

 


beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.             The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.             The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.            The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.            The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.          The undersigned
is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing Agreement,
requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access and
shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate
Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling
Class


 



    	Exhibit P-1E-3



    	 



    

 


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-NXS5

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-NXS5

         



		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXS5



 


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
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


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


 



    	Exhibit P-1F-1



    	 



    

 


Fargo Commercial Mortgage Trust 2016-NXS5 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]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-NXS5 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Trust Series 2016-NXS5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender
Services LLC

        41 Watchung Plaza, Suite 250

Montclair, New Jersey 07042

        Attention: WFCM 2016-NXS5 Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	
        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-NXS5

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: WFCM 2016-NXS5	
        Rialto Capital Advisors,
LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah,
Adam Singer (WFCM 2016-NXS5)



 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5, Class [__] Certificates



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.            The undersigned
has been appointed to act as the Directing Certificateholder.


 


2.            The undersigned
is not a Borrower Party.


 


3.            If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


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


 



    	Exhibit P-1G-1



    	 



    

 


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-NXS5


 


	Attention:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5



 


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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services 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.


 


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-2-1



    	 



    

 


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-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5 (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 Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee and the assets underlying or referenced by the Certificates, including the identity of, and financial information with
respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and other
information (such information, the “Evaluation Material”) and (y) any of the terms, conditions or other facts
with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
however, that the term Confidential Information shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be
under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain
the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 



    	Exhibit P-2-2



    	 



    

 


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-NXS5


 


	Attention:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5 _________________________



 


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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services 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
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss,



 



    	Exhibit P-3-1



    	 



    

 





			 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-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5



 


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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents
delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) [subject to the final
proviso of the definition of “Mortgage File”,] all documents specified in [clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required officer’s certificate),]
if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular
on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to
the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in [clauses
(iv), (vi) and (viii)(c)] in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit Q-1



    	 



    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


Wells Fargo Commercial Mortgage Securities,
Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127 023

New York, New York 10152

Attention: A.J. Sfarra


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

E-mail: britt.johnson@fitchratings.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Facsimile No.: (312) 332-3492

Email: cmbsratings@morningstar.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


 


with a copy to:


Attention: Jeff Krasnoff


Telecopy number: (305) 229-6425


Email: jeff.krasnoff@rialtocapital.com


 



    	Exhibit Q-2



    	 



    

 


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-NXS5 Asset Manager


  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services WFCM 2016-NXS5


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee WFCM 2016-NXS5


 


RREF III Debt AIV, LP, c/o Rialto
Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 


RREF III Debt AIV, LP, c/o Rialto Capital Management
LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky


Fax number: (212) 751-4646


 



    	Exhibit Q-3



    	 



    

 



EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: Wells Fargo Commercial Mortgage Trust 2016-NXS5 Asset Manager

Telecopy Number: (704) 715-0036


 








 



 SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee WFCM 2016-NXS5, 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 master servicer (in such capacity, the “Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating advisor and
as asset representations reviewer hereby constitutes and appoints the Master Servicer, by and through the 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 Master Servicer and all
properties (“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings
set forth in the Agreement.


 


1.            
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 






    	Exhibit R-1-1



    	 



    

 


2.            
The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.            
The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.            
The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as
real estate owned, or conveyance of title to real estate owned.


 


5.            
The completion of loan assumption agreements.


 


6.            
The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.


 


7.            
The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the
Mortgage Loan secured and evidenced thereby.


 


8.           
The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction
with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.            
The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 






    	Exhibit R-1-2



    	 



    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.         
With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.          
The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.


 


12.          
The execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or 



 





    	Exhibit R-1-3



    	 



    




 





			condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.



  


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or


 






    	Exhibit R-1-4



    	 



    

 


disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2016-NXS5 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-NXS5
	 	 
	 	By:	 
	 	 	Name:
Title:
	 	 	 









	 	 	Prepared by:
	 	 		 
	 	 	 	Name:

	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 






 






    	Exhibit R-1-5



    	 



    

 





	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-1-6



    	 



    

 








EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


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-NXS5)


 





 



 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 master servicer, Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, relating to the Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series
2016-NXS5, hereby constitutes and appoints the Special Servicer, by and through the 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 Special Servicer and all properties (“REO
Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and REO Properties; provided, however, that
the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted
under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 

		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.





 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to 



 






    	Exhibit R-2-1



    	 



    

 

			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 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;




 






    	Exhibit R-2-2



    	 



    

 





		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;



 


		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:



 



    	Exhibit R-2-3



    	 



    





 





		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 Special Servicer’s duties and responsibilities under the Agreement.





 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


  


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney,


 






    	Exhibit R-2-4



    	 



    




 


for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


  


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Special Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Special Servicer
shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended to extend the
powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to
Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


  


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the 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.


  


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for Wells Fargo Commercial Mortgage Trust 2016-NXS5, 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-NXS5
	 	 
	 	By:	 
	 	 	Name:
Title:






 






    	Exhibit R-2-5



    	 



    

 





	 	 		 
	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 SERVICED COMPANION NOTEHOLDERS


 


None.








 






    	Exhibit S-1



    	 



    

 


EXHIBIT T


  


FORM OF NOTICE FOR NON-SERVICED MORTGAGE
LOAN


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2015-NXS3 Asset Manager

Facsimile Number: (704) 715-0036]


 


[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

Facsimile Number: (704) 715-0036]


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2015-NXS4 Asset Manager

Facsimile Number: (704) 715-0036]


 


VIA FACSIMILE


 


		Re:	Wells Fargo Commercial
                                         Mortgage Trust 2016-NXS5, 

                                         Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5



 


Ladies and Gentlemen:


 


As you know, Wells Fargo
Bank, National Association, acts as the master servicer (the “Lead Master
Servicer”) for the whole loan secured by the mortgaged property identified as [One Court Square][10 South LaSalle
Street][Keurig Green Mountain] (the “Subject Whole Loan”) under the pooling and servicing agreement relating
to [Wells Fargo Commercial Mortgage Trust 2015-NXS3][Wells Fargo Commercial Mortgage Trust 2016-C32][Wells Fargo Commercial Mortgage
Trust 2015-NXS4] (the “Lead PSA”). This is to inform you that Note [A-2] of the Subject Whole Loan (the “Subject
Mortgage Loan”) has been transferred to Wells Fargo Commercial Mortgage Trust 2016-NXS5 pursuant to that certain Pooling
and Servicing Agreement, dated February 1, 2016 (the “2016-NXS5
Pooling Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “2016-NXS5
Master Servicer”), Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “2016-NXS5 Certificate
Administrator”), Wilmington Trust, National Association, as trustee (the “2016-NXS5 Trustee”),
and Park Bridge


 






    	Exhibit T-1



    	 



    

 


Lender Services LLC, as operating advisor and as asset representations reviewer, and that the 2016-NXS5 Trustee
is the holder of the Subject Whole Loan.


 


The undersigned, as 2016-NXS5
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit
to the 2016-NXS5 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be,
to the 2016-NXS5 Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as
such term is defined in the 2015-NXS5 Pooling Agreement) and the Lead PSA.


 


The Subject Mortgage
Loan [is][is not] a Significant Obligor (as such term is defined in the 2015-NXS5 Pooling Agreement) under the 2015-NXS5 Pooling
Agreement.


 


Thank you for your attention
to this matter.


 






    	Exhibit T-2



    	 



    

 


Date:_________________________


 








	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Wells Fargo Commercial Mortgage Trust 2015-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2015-NXS5
	 	 
	 	By:	 
	 	 	[Name]
[Title]







 








    	Exhibit T-3



    	 



    

 








EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

E-mail: britt.johnson@fitchratings.com



 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Facsimile No.: (312) 332-3492

Email: cmbsratings@morningstar.com


 


		From:	Wells Fargo Bank, National Association, in its capacity as 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 Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 






    	Exhibit U-1



    	 



    

 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)   
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)  
Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)          
The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)         
The defeasance was consummated on __________, 20__.


 


(iii)        
The defeasance collateral consists of securities that (i) constitute “government securities” as defined in
Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments
for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       
The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the
Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    	Exhibit U-2



    	 



    

 


(v)         
The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions
in its organizational documents substantially similar to those contained in the organization documents of the original Borrower
with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets
other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)        
The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)       
The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the
proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates
specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents
(the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)      
The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the
date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal
year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof
in a partial defeasance) for such year.


 






    	Exhibit U-3



    	 



    

 


(ix)         
The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent
of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most
recent Distribution Date Statement received by us (the “Current Report”).


 


(x)          
The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)          
Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)  
       Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)   
       Agree to provide copies of all items listed in Exhibit B to you upon request.


 






    	Exhibit U-4



    	 



    

 





IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 








	 	

                                                                       [________________]

                                         as Master Servicer

	 	 
	 	By:	 
	 	 	Name:
Title:




 



    	Exhibit U-5



    	 



    


 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This report will be delivered
annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of
February 1, 2016 (the “Pooling and Servicing Agreement”).

Transaction: Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Rialto Capital Advisors, LLC

Directing Certificateholder: [______]


 


		I.	Population of Mortgage Loans that Were Considered
in Compiling this Report



 


		1.	The Special Servicer has notified the Operating
Advisor that [__] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[__] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part
of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [__] of such Specially Serviced Loans. This report
is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports
may not yet be fully implemented.



 


		II.	Executive
                                         Summary






 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance
with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations
of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





 






 


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 Special
Servicer’s assessment of compliance report, attestation report by a third party regarding the 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 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 Special
Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their
net present value calculator, visit any property, visit the Special Servicer, visit the Directing Certificateholder or interact
with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited
to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable
formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following
items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor
consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially
Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative
courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did
not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally included the following:
[LIST].



 


		3.	Appraisal Reduction 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 Special Servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 



    Exhibit V-2


    	 



    




 


		b.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of
certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented
herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications
                                         Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially
Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the
Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with
the Special Servicer, if any, in gathering the relevant information to generate this report.



 


		2.	The Special Servicer has the legal authority
and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations
limit the Operating Advisor’s ability to outline the details or substance of the discussions held between it and the Special
Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling
and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given
access to by the Special Servicer.



 


		4.	There are many tasks that the Special Servicer
undertakes on an 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 Special Servicer’s operational compliance with respect
to those types of actions.



 


		5.	The Operating Advisor is not empowered to
speak with any investors directly. If the investors have questions regarding this report, they should address such questions to
the Certificate Administrator through the Certificate Administrator’s Website.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 



    Exhibit V-3


    	 



    




  


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer 


 


Wilmington Trust, National Association

   as Trustee

1100 North Market Street 


Wilmington, Delaware 19890 


Attention: CMBS Trustee WFCM 2016-NXS5

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-NXS5

Telecopy Number: (410) 715-2380


  


Rialto Capital Advisors, LLC


   as Special Servicer 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer (WFCM 2016-NXS5)


  


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5,

Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of 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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial
Mortgage Pass-Through Certificates, Series 2016-NXS5 (the “Certificates”) regarding the replacement of the Special
Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 



     Exhibit W-1


    	 



    




 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special Servicer, is
not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following
factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________] be appointed
its successor in such capacity. 


	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Operating Advisor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





 





Dated:


 






     Exhibit W-2


    	 



    

  


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-NXS5 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-NXS5)]


 


		Re:	Access to Certain Information Regarding Wells Fargo Commercial Mortgage Trust
2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5



 


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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells Fargo/Rialto] 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] by
third parties, (b) may not have been verified by [Wells Fargo/Rialto], and (c) may be incomplete or contain inaccuracies. The Company
agrees that [Wells Fargo/Rialto], the [“Master


 




    Exhibit X-1


    	 



    




 





[_____] [__], 20[__]

Page 2





 


Servicer”/”Special Servicer”] (as defined
in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability to the
Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of
the Confidential Information, or (z) [Wells Fargo/Rialto]’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]; (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]; (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]’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]’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]
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] 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] shall cease to provide the Company with Confidential
Information if [Wells Fargo/Rialto] has actual knowledge that the Company or its Representatives are affiliates of any borrower
under the Mortgage Loan documents and [Wells Fargo/Rialto] 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]’s remedies hereunder,
at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach 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


 






    Exhibit X-2


    	 



    




 





[_____] [__], 20[__]

Page 3 







 


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] 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]’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:]



 





	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-NXS5 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) Rialto Capital Advisors,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer; (B) Pentalpha Surveillance LLC, as Non-Serviced Special Servicer, Wilmington Trust,
National Association, as Non-Serviced Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Operating Advisor of the One Court
Square Mortgage Loan; (C) Rialto Capital Advisors, LLC, as Non-Serviced Special
Servicer, Wilmington Trust, National Association, as Non-Serviced Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Operating
Advisor and as Asset Representations Reviewer of the 10 South LaSalle Street Mortgage Loan; and (D) Rialto Capital Advisors, LLC,


 






     Exhibit Y-1


    	 



    




 



as Non-Serviced Special Servicer, Wilmington Trust, National Association, as Non-Serviced Trustee, and Pentalpha Surveillance
LLC, as Non-Serviced Operating Advisor of the Keurig Green Mountain Mortgage Loan.] 


 


Date:          _________________________ 





	 	 
	President and Chief Executive Officer

Wells Fargo Commercial Mortgage Securities, Inc.

(Senior officer in charge of the securitization of the depositor)	 



  



     Exhibit Y-2


    	 



    




 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5
(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 master servicer (in such capacity, the “Master
Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wilmington
Trust, National Association, as trustee, the Certificate Administrator, and Park Bridge Lender Services 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 Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 





	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






     Exhibit Z-1-2


    	 



    




 


EXhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing
Agreement, dated as of 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 master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors,
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”), and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, on behalf of the Master Servicer, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special
servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all
reports (the “Servicer Reports”) required to be
submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master
servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and
Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and
except as disclosed in the compliance certificate delivered by the Master Servicer under Section 11.09 of the Pooling and Servicing
Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
during the Relevant Period;



 






     Exhibit Z-2-1


    	 



    




 





		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing
Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the
foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information
provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information
and reports, I do not certify anything other than that all fields of information called for in written reports prepared by the
Master Servicer have been properly completed and that any fields that have been left blank on their face have been done so in accordance
with the CREFC procedures for such report.]


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



     Exhibit Z-2-2


    	 



    




   


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of RIALTO CAPITAL ADVISORS, LLC as 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 master servicer (in such capacity, the “Master
Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and
its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special
Servicer Reports”) required to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have
been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as
applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and
Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except
as disclosed in the compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement,
the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the
Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the 



 






     Exhibit Z-3-1


    	 



    

 





			Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order
to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;
and


  


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     Exhibit Z-3-2


    	 



    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee 


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5
(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 master
servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), and Park Bridge Lender Services 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
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  



     Exhibit Z-4-1


    	 



    




 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR 


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of PARK BRIDGE LENDER SERVICES 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 master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors,
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Park Bridge Lender Services 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 Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such
information provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”) have
been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as
applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 






     Exhibit Z-5-1


    	 



    




 


		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:


 





	 	PARK BRIDGE LENDER SERVICES 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-NXS5
(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 master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors,
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services 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
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 



     Exhibit Z-6-1


    	 



    







  


Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of PARK BRIDGE LENDER SERVICES 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 master servicer (in such capacity, the “Master
Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wilmington
Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”) and Park Bridge Lender Services 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 Master Servicer, the
Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee
or the Certificate Administrator, as applicable, for inclusion in these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.



 






     Exhibit Z-7-1


    	 



    


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	PARK BRIDGE
LENDER SERVICES LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  






     Exhibit Z-7-2


    	 



    


 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 


	Servicing
    Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer

        Special
        Servicer

        Custodian
        (as applicable)

        
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator


        Master
        Servicer


        Special
        Servicer

        
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
    (as applicable)1

    Master Servicer

    Special Servicer




 


 






1 Only to the extent that the
Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 






    	Exhibit AA-1



    	 



    

 


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer 

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer 

       
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with 

respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

        Master Servicer

        Special
        Servicer

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
        Administrator

        Master Servicer

        Special
Servicer

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
Servicer

         

	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset 	Master
        Servicer

        Special
Servicer 

         




 






    	Exhibit AA-2



    	 



    

 


	 	documents.	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
Servicer 

        Operating
        Advisor

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
Servicer 

        Special
        Servicer

         

         

         

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
Servicer

         

	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
        Servicer

         

         

         

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
        Servicer

         

         

         

	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
Servicer

         

	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
Servicer

         

	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
Servicer

         

	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    	Exhibit AA-3



    	 



    

 


EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (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 Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2016-NXS5 Pooling and
Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB.


 


	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:

         

        ·      Item
1117 of Regulation AB (it being acknowledged that such Item 1117 
	
        ·      Master
Servicer (as to itself) 

         

        ·      Special
Servicer (as to itself) 

        

         




 






    	Exhibit BB-1



    	 



    

 


	
        

                requires
disclosure only of proceedings described therein that are material to security holders)

         
	
        ·      Certificate
Administrator (as to itself)

         

        ·      Trustee
(as to itself)

         

        ·      Depositor
(as to itself)

         

        ·      Operating
Advisor (as to itself)

         

        ·      Any
other Reporting Servicer (as to itself)

         

        ·      Trustee/Certificate
Administrator/ Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·      Each
Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·      Originators
under Item 1110 of Regulation AB

         

        ·      Party
        under Item 1100(d)(1) of Regulation AB

         

	Item 3:  Sale of Securities and Use of Proceeds

                                                                                 
	·      Depositor
	Item 4:  Defaults Upon Senior Securities

                                                                                 
	·      Certificate Administrator
	Item 5:  Submission of Matters to a Vote of Security Holders

                                                                                 
	·      Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·      Item
1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only
with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of
such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO  
	
        ·      Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·      Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         




 






    	Exhibit BB-2



    	 



    

 


	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 Disclosure”.	
        ·      Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·      Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ·      Master
Servicer (with respect to the balance of the Collection Account as of the related 




 






    	Exhibit BB-3



    	 



    

 


	 	
        

               Distribution Date and the preceding Distribution
        Date)

         

        ·      Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ·      Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

         

	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No.
3(i) and 3(ii) of Item 601 of Regulation S-K) 
	·      Depositor
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·      Certificate
Administrator 

        ·      Depositor

         

        provided that, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided, further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.


	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·      Certificate Administrator, Trustee,  Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-

	·      The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.



 






    	Exhibit BB-4



    	 



    

 


	K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	·      Depositor
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
party, is signed pursuant to a power of attorney.
	·      Certificate Administrator 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of
Regulation S-K)
	·      Not Applicable.
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601
of Regulation S-K).
	·      Not Applicable.
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·      Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.


 






    	Exhibit BB-5



    	 



    

 


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (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 Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2016-NXS5 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

        

         
	·     Depositor
	
        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.  


 






    	Exhibit CC-1



    	 



    

 


	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ·     The
        applicable Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	  ·     The Depositor	 


 






    	Exhibit CC-2



    	 



    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to Specially Serviced Loans and REO Properties)
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ·     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	  ·     Depositor


 






    	Exhibit CC-3



    	 



    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/ Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         
	
        ·     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ·     Special
        Servicer

        ·     Certificate
        Administrator

        ·     Trustee

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item 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-NXS5 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-NXS5 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-NXS5 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, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust.
	Item
                                         15: Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

        
	·     Not
    Applicable
	Item
                                         15: Exhibits (no. 12):

         

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

        
	·     Not
    Applicable.
	Item
                                         15: Exhibits (no. 13):

         

        Annual
        report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)

        
	·     Not
    Applicable
	Item
                                         15: Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

        
	·     Not
    Applicable.



 


    	Exhibit CC-8



    	 



    

 


	Item
                                         15: Exhibits (no. 16):

         

        Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	·     Not
    Applicable
	Item
                                         15: Exhibits (no. 18):

         

        Letter
re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	·     Not
    Applicable.
	Item
                                         15: Exhibits (no. 21):

         

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	·     Depositor.
	Item
                                         15: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

        
	·     Not
    Applicable.
	Item
                                         15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

        
	·     Depositor
	Item
                                         15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.

         
	·     Master
Servicer

        ·     Special
Servicer

        ·     Depositor

        ·     Any
        other Servicing Function Participant

         

        provided,
however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
such consent only to the extent that such party is 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 Servicer or the
    Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form
    10-K).
	Item
    15:  Exhibit (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not
    Applicable
	Item
    15:  Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	[Certificate
Administrator]

        [Depositor]

	Item
    15:  Exhibit (no. 103)

    

    Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	[Certificate
Administrator]

        [Depositor]

         






 




    	Exhibit CC-11



    	 



    
 






EXHIBIT
dd


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (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 Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2016-NXS5 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB.


  


	Item
    on Form 8-K	Party
    Responsible 
	Item
                                         1.01: Entry into a Material Definitive Agreement

         

         

         
	·      Depositor,
                                         except as described in the next bullet (it being acknowledged that Item 601 of Regulation
                                         S-K requires filing of material contracts to which the registrant or a subsidiary thereof
                                         is a party).

                                         


         

        ·      Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement  




 






    	Exhibit DD-1



    	 



    

 


	 	        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, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in
    connection with any amendment to this Pooling and Servicing Agreement.
	Item
    1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·      Depositor,
    to the extent of any material agreement not covered in the prior item
	Item
    1.03:  Bankruptcy or Receivership	·      Depositor
	Item
    2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
    Sheet Arrangement	·      Depositor

        ·      Certificate
Administrator




 






    	Exhibit DD-2



    	 



    

 


	Item
    3.03:  Material Modification to Rights of Security Holders	·      Certificate
Administrator
	Item
    5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·      Depositor
	Item
    6.01:  ABS Informational and Computational Material	·      Depositor
	Item
    6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	·      Trustee

        ·      Depositor

	Item
    6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	·      Certificate
Administrator

        ·      Master
Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than
    a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	·      Master Servicer (as to a party appointed by the Master Servicer)

        ·      Special
Servicer

        ·      Certificate
Administrator

        ·      Depositor

	Item
    6.03:  Change in Credit Enhancement or External Support	·      Depositor

        ·      Certificate
Administrator

	Item
    6.04:  Failure to Make a Required Distribution	·      Certificate
    Administrator
	Item
    6.05:  Securities Act Updating Disclosure	·      Depositor
	Item
    7.01:  Regulation FD Disclosure	·      Depositor
	Item
    8.01:  Other Events	·      Depositor
	Item
                                         9.01(d): Exhibits (no. 1):

         

        Underwriting
agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	·      Not
    applicable
	Item
                                         9.01(d): Exhibits (no. 2):

         

        Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·      Depositor
	Item
                                         9.01(d): Exhibits (no. 3):

         

        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	·      Depositor
	Item
                                         9.01(d): Exhibits (no. 4):

          

        

        With
respect to instruments defining the 
	·      Certificate
                                         Administrator

         

        provided that, in each case, that this shall in 




 






    	Exhibit DD-3



    	 



    

 


	rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)	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 name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	·      Certificate
    Administrator
	Item
15: Exhibits (no. 99)

        
	·      Not
    Applicable.



 






    	Exhibit DD-4



    	 



    

 


	Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	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-NXS5—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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services 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.     
Western Capital Realty Advisors, LC


 


2.     
Wells Fargo Bank, National Association



 



    	Exhibit FF-1



    	 



    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 



    	Exhibit GG-1



    	 



    


 


EXHIBIT
hh


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION

 


Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5 (the “Trust”)

 


I, [identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Rialto
Capital Advisors, LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington
Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage
Securities, Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed
the Certifying Servicer’s activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the
Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects during
the Reporting Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the
Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].











	 	 	 
	Date:	 	 
	 	 
	[WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION, as master servicer]
 [RIALTO CAPITAL ADVISORS, LLC, as special servicer]
 [WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION, as certificate administrator]
 [WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]



	 	 
	By:		 
	 	Name:	 
	 	Title:	 




 



    	Exhibit HH-1



    	 



    


 


EXHIBIT
ii


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”),
as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report include asset-backed
securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate administrator]
involving commercial mortgage loans [other than __________________1] (the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];



 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


 



 

1 
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 


    	Exhibit II-1



    	 



    


 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification] 





	 	 	 
	 	[NAME OF REPORTING SERVICER]
	 	 
	 	By:	 
	 	Name:
	 	Title:







  




    	Exhibit II-2



    	 



    


 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION 


 


Payments shall be made to “CRE Finance Council”
and sent to:


Commercial Real Estate Finance Council, Inc.


900 7th Street, NW, Suite 820


Washington, DC 20001


Attn: 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-NXS5, 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-NXS5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
        $

	 	 	$	 	%	 	 	 	 	 	 
	 	      Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	WFCM 2016-NXS5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
        $

	 	 	$	 	%	 	 	 	 	 	 
	 	      Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	WFCM 2016-NXS5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
        $

	 	 	$	 	%	 	 	 	 	 	 
	 	      Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


  



    	Exhibit KK-1



    	 



    

 


EXHIBIT
LL


 

[RESERVED]

 


    	Exhibit LL-1



    	 



    
 

EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 



INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 



Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) WFCM 2016-NXS5—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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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 Account and REO Account balance
information:

 

	Account Name	
        Beginning Balance as of 

        MM/DD/YYYY

	
        Ending Balance as of 

        MM/DD/YYYY


	Master Servicer’s Collection Account	 	 
	REO Account	 	 


 


    	Exhibit MM-1



    	 



    
 

List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [          ], phone number: [          ]; email address: [          ].

	 	 	 
	 	[NAME OF PARTY], 
 as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	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-NXS5


 


Wells Fargo Bank, National Association

          as Master Servicer 


Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2016-NXS5 Asset Manager

Telecopy Number: (704) 715-0036


 


Rialto Capital Advisors, LLC

          as Special Servicer 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
(WFCM 2016-NXS5)


 


Park Bridge Lender Services LLC

          as Operating Advisor 


Park Bridge Lender Services LLC

41 Watchung Plaza, Suite 250

Montclair, New Jersey 07042

Attention: WFCM 2016-NXS5-Surveillance Manager 


(with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


Re:          Wells
Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates, Series 2016-NXS5 (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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer          


 






    	Exhibit NN-1



    	 



    

 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”)
of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 





	 	 	 
	 	 	 
	 	 	 


  


Contact Info:
[Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and
post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.








	 	 	 
	 	Very
truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


 






    	Exhibit NN-2



    	 



    

 





EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXS5



 


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 Servicer, and is hereby issuing the following Asset Review Report.


 


		1.	We have performed an Asset Review on each [Subject] Loan identified by the
Special Servicer and our conclusion is that there is [no evidence of a failed Test] [evidence of [•] failed Test[s] as specifically
detailed on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test pass
or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence
of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.




 






    	Exhibit OO-1



    	 



    

 





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
 as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 	 


 






    	Exhibit OO-2



    	 



    




 


Exhibit A


 





Detailed Scorecard

[Template Example Below]


  


	Loan
    #	Loan
    Name	Mortgage
    Loan 

    Seller	R&W
    

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 


 









    	Exhibit OO-3



    	 



    

 





EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through Certificates,
Series 2016-NXS5



 


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 Servicer, and is hereby issuing the following Asset Review Report
Summary.


 


		1.	We have performed an Asset Review on each [Subject] Loan identified by the
Special Servicer and our conclusion is that there is [no evidence of a failed Test][evidence of [__] failed Test[s] as identified
on the summary scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a
failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of
a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 





1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.




 




    	Exhibit PP-1



    	 



    

 





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
 as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 	 


 






    	Exhibit PP-2



    	 



    




 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

        

         
	 	 	 	 
	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity
	 	 	 	 	 	 	 


 






    	Exhibit PP-3



    	 



    

 


EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


[AS SEPARATE ATTACHMENT]


  


Call for Review and Collection and Inventory
of Review Materials


  


Step
1          Asset Representations Reviewer (“ARR”) receives the following items before beginning
its review:


 


		§	CREFC® Delinquent Mortgage Loan Status Report



 


		§	Notice of Asset Review Trigger (with attachments)



 


		§	Notice of Asset Review Vote Election



 


		§	Notice of Affirmative Asset Review Vote 



 


		§	Asset Review Notice



 


		§	List of all Subject Loans



 


		§	Review Materials for each Subject Loan via Secure Data Room access,
including



 


		·	Diligence File



 


		·	Any servicing comments



 


		·	Other related information from the Special Servicer



 


		§	Any Unsolicited Information (if applicable)



  


Step
2          For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure
Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents [provided
in the definition of “Mortgage File”] of this Agreement, any comparable lists included in the related Mortgage
Loan Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 






    	Exhibit QQ-1



    	 



    

  


		Step 3	If
ARR determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any
documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents and, within the
time periods specified in Section 12.01 of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially Serviced
Loans) and the Special Servicer Servicer (with respect to Specially Serviced Loans) of such missing documents, and request that
the Master Servicer or the Special Servicer, as the case may be, deliver to the ARR such missing document(s) to the extent in
its possession and (ii) in the event any missing documents are not provided by the Master Servicer or the Special Servicer, as
the case may be, the ARR shall request such documents from the related Mortgage Loan Seller.



 


Analysis and
Testing of Representations and Warranties


 


		Step 4	For
each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of such Subject Loan, ARR
tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect
to such Subject Loan as follows:



 


		§	ARR reviews each representation and warranty and each item included
in the Review Materials applicable or related to such representation or warranty to determine whether there is any evidence that
such representation or warranty was not true when made by the related Mortgage Loan Seller;



 


		§	For each representation and warranty, ARR lists 



 


		·	all items from the Review Materials reviewed or used in its testing
of such representation and warranty;



 


		·	whether ARR has determined that there is any evidence that such representation
or warranty was not true when made by the related Mortgage Loan Seller; and



 


		o	if so, stating the aspect of the applicable representation or warranty that does not appear to have been true when made by
the related Mortgage Loan Seller and ARR’s basis for its conclusion;



 


		o	completing the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated herein with respect
to each representation and warranty.



  


ARR will not attempt (and has no obligation) to
determine the materiality of any potential breach of a representation or warranty that it discovers evidence of during its review
as contemplated herein.


 


ARR may contact the Special Servicer and the Master Servicer
to discuss the performance and servicing history and related record for all Subject Loans, including any analysis the Special Servicer
may have conducted with respect to the representations and warranties made by the applicable Mortgage Loan Seller with respect
to a Subject Loan.


 



    	Exhibit QQ-2



    	 



    




 


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-NXS5


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5



 





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 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge
Lender Services 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-NXS5 Asset Manager	
         

        

        Park Bridge Lender Services
        LLC

        

        41 Watchung Plaza, Suite 250

Montclair, New Jersey 07042

Attention: WFCM 2016-NXS5-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 

	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172 

        Attention:
        Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2016-NXS5)

        
	 
	 	 


		Attention:	Wells Fargo Commercial Mortgage Trust 2016-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5



 


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 Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services 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-NXS5, Commercial Mortgage Pass-Through
Certificates, Series 2016-NXS5
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]





 






    	Exhibit SS-2



    	 



    

 





EXHIBIT TT


 


FORM OF NOTICE OF EXCHANGE OF CLASS A-6FL
CERTIFICATES FOR

CLASS A-6FX CERTIFICATES


 


NOTICE OF EXCHANGE OF CLASS A-6FL CERTIFICATES

FOR CLASS A-6FX 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 Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services 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-6FL Certificates (CUSIP: [________] (144A) / [________] (Reg S)) for Class A-6FX 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-6FL 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-6FL Exchange Date:	 
	 	 
	Intended initial Distribution Date after giving effect to such exchange:	 
	 	 
	Certificate Balance of Certificates to be exchanged:	 
	 	 
	Certificate Balance of Class A-6FL Certificates prior to exchange:	 
	 	 
	Certificate Balance of Class A-6FL Certificates after exchange:	 
	 	 
	Certificate Balance of Class of A-6FX Certificates prior to exchange:	 


 


 



    	Exhibit TT-1



    	 



    




 


 


	Certificate Balance of Class of A-6FX 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-6FL Swap Contract dated as of February 26, 2016, between the undersigned and Wells Fargo Commercial
Mortgage Trust 2016-NXS5, hereby consents to the proposed exchange of the Class A-6FL Certificates for the Class A-6FX Certificates
described above and acknowledges and agrees to the consequent reduction in the Class A-6FL Percentage Interest and the Notional
Amount under the Class A-6FL Swap Contract, in accordance with the terms of the Class A-6FL Swap Contract and the Pooling and Servicing
Agreement.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	 By:	
	 	 	Name:
Title:





 






    	Exhibit TT-2



    	 



    









 


EXHIBIT UU


 


CLASS A-6FL SWAP CONTRACT


 



 






    	Exhibit UU-1



    	 



    





 



(Multicurrency — Cross Border)


 


ISDA®


International Swap Dealers Association, Inc.


 


MASTER AGREEMENT


 



	dated as of   	   February 26, 2016	 





 




	WELLS
FARGO BANK, NATIONAL ASSOCIATION	 	and	 WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2016-NXS5








 




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


 



    	 	5	ISDA® 1992



    	 



    

 


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


 



    	 	6	ISDA® 1992



    	 



    

 


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.


 



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“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


 



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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.


 



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“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-NXS5
	 	 	 
	 	 	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	 
	 	Date:   February 26, 2016	 	 	 	Date:   February 26, 2016	 



 




    	 	18	ISDA® 1992



    	 



    








dd(Multicurrency—Cross
Border)


 


ISDA®

International Swap Dealers Association, Inc.


 


SCHEDULE

to the

Master Agreement


 


dated
as of February 26, 2016


 


between 


	WELLS
    FARGO BANK, NATIONAL ASSOCIATION	and	WELLS
    FARGO COMMERCIAL 

MORTGAGE TRUST 2016-NXS5
	(“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 master servicer, Rialto Capital
                                         Advisors, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor
                                         and asset representations reviewer, Wells Fargo Bank, National Association, as certificate
                                         administrator, 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-6FL Certificates” means the Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-NXS5, Class A-6FL, 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.










 






    	-19-



    	 



    

 


		(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-6FL Percentage Interest of the Class A-6FX Regular Interest,
and only from funds, if any, remaining in the Class A-6FL Sub-Account (as defined in the Trust Agreement) after the payment in
full of the entire Certificate Balance of the Class A-6FL Certificates and the payment in full of all amounts payable or otherwise
allocable to the Class A-6FL 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 



 






    	-20-



    	 



    

 


	 	 	 
	 	 	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-” by Fitch (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-” by Fitch Ratings, Inc. or any successor
                                         thereto (“Fitch”), or at least “A3” by Moody’s
                                         Investors Service, Inc. or any successor thereto (“Moody’s”),
                                         to the extent such obligations are rated by Fitch 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”.



 






    	-21-



    	 



    

 


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:



 


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.




 






    	-22-



    	 



    




 

		(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-6FL Certificates
    pursuant to the Trust Agreement	 	As
    soon as available	 	Yes
	Party
    B	 	Certified
    copies of all corporate authorizations and any other documents with respect to the execution, delivery and performance of
    this Agreement and the Trust Agreement	 	Upon
    execution and delivery of this Agreement	 	Yes
	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:


 






    	-23-



    	 



    

 


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


 


Address
for notice or communications to Party B:



Wells Fargo Commercial Mortgage Trust 2016-NXS5

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-NXS5

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-6FL Certificates on deposit in the Class A-6FL 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


 






    	-24-



    	 



    

 


		(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 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


 






    	-25-



    	 



    

 


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 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 



 






    	-26-



    	 



    

 


	 	 	 
	 	 	in full of all amounts due to the Class A-6FL 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 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-6FL 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-6FL Certificates has not been reduced to zero, to
the extent of amounts allocated to the Class A-6FL Sub-Account in accordance with the Trust Agreement and amounts received from
Party A, after remitting any Class A-6FL Net Swap Payment, in each case, payable to Party A on such Distribution Date pursuant
to the Trust Agreement, the Certificate Administrator shall make distributions from the Class A-6FL 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-6FL 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-6FL Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Class
A-6FL Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-6FL Certificates has been reduced
to zero;


 






    	-27-



    	 



    

 


Third,
to the Holders of the Class A-6FL Certificates, up to an amount equal to unreimbursed Realized Losses previously allocated to
the Class A-6FL Certificates (as a result of the allocation of Realized Losses to the Class A-6FX Regular Interest), plus interest
on that amount at the Pass-Through Rate for the Class A-6FL Certificates (as a result of the allocation of interest on unreimbursed
Realized Losses to the Class A-6FX Regular Interest compounded monthly from the date the related Realized Loss was allocated to
the Class A-6FX Regular Interest);


 


Fourth,
after the Certificate Balance of the Class A-6FL 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-6FL Certificates, solely from amounts payable to such
Class of Certificates in respect of the Class A-6FL Percentage Interest of interest payments distributed on the Class A-6FX 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-6FL Sub-Account to the Holders of the Class A-6FL Certificates.


 


(b)     On
each Distribution Date with respect to which a Class A-6FL Swap Conversion Event has not occurred, the Certificate Administrator
shall distribute to Party A amounts deposited in the Class A-6FL Sub-Account in respect of Yield Maintenance Charges and Prepayment
Premiums; provided, that on each Distribution Date with respect to which a Class A-6FL Swap Conversion Event has occurred
and is continuing, the Certificate Administrator shall distribute amounts on deposit in the Class A-6FL Sub-Account in respect
of Yield Maintenance Charges and Prepayment Premiums to the Holders of the Class A-6FL 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 protocols 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 protocols, 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 DF Protocol” shall
                                         mean the ISDA March 2013 DF Protocol Agreement, published by 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 



 






    	-28-



    	 



    

 


	 	 	 
	 	 	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 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.






 



    	-29-



    	 



    




 





			 		
	Accepted and agreed:	 	 	 
	 	 	 	 	 
	WELLS
    FARGO BANK, NATIONAL

 ASSOCIATION	 	WELLS
    FARGO COMMERCIAL

 MORTGAGE TRUST 2016-NXS5
	 	 	 
	 	 	 	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

    Title:   Authorized Signatory	 	 	Name: Michael Baker

    Title:   Assistant Vice President 







    	 



    	 



    



 


CONFIRMATION
FOR U.S. DOLLAR INTEREST RATE SWAP

TRANSACTION UNDER 1992 MASTER AGREEMENT 


 


	Date:	February
    26, 2016	Our
    Ref:	19449345
	To:	Wells
Fargo Commercial Mortgage Trust

2016-NXS5

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
	Legal
Entity 

        Identifier

        

        (LEI) 
	LEI:
    549300SGFUCMB43V8P22	Legal
    Entity Identifier (LEI):	LEI:KB1H1DSPRFMYMCUFXT09
	 	 	 	 
	Attn:	Corporate
    Trust Services (CMBS)

    Wells Fargo Commercial Mortgage Trust 

    2016-NXS5 (Class A-6FL 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
	 	 	 	 
	Unique
Swap Identifier

        (USI): 
	103039933701W00000000000000000000019449345	 
	 	 	 	 


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-NXS5 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 26,
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-NXS5 (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-NXS5,
Class A-6FL 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-NXS5, Class A-6FL Certificates.  For the avoidance
    of doubt, on the Effective Date, the Notional Amount is equal to $50,000,000.00.
	 	 	 
	Trade
    Date:	 	February
    26, 2016
	 	 	 
	Effective
    Date:	 	February
1, 2016, with respect to the Fixed Amounts 

         

        February
26, 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:	 	$126,215.28
    to be paid on February 26, 2016.
	 	 	 
	Initial
    Bond Premium Payment by Party A to the Depositor:	 	$1,497,600.00
    to be paid on February 26, 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:	 	3.6350%
    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-6FL Percentage Interest and (b) the amount of Interest Shortfall
    in respect of the Class A-6FX 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-6FL 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-6FX 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-6FL Percentage Interest and (2) any Recovered Interest
        Amounts (as defined below) paid in respect of the Class A-6FX 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 0.43380% (exclusive of the Spread).
	 	 	 
	Spread:	 	Plus
    1.5500%
	 	 	 
	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.
	 	 	 
	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 



 






    	3



    	 



    

 


	 	 	 
	 	 	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-6FL 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-6FL 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-6FX Regular Interest to but excluding the Distribution Date
        on which the Certificate Balance of the Class A-6FL 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 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, between Wells Fargo Commercial 



 






    	4



    	 



    

 


	 	 	 	 	 
	 	 	 	 	Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors,
    LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National
    Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
    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: 19449345

         

	 	 	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

    Account:  GLA 111569 WCF

    Re: Syndicate Operations

    Reference:  WFCM 2016-NXS5
	 	 	 	 	 
	 	 	Account
    for payments to

    Party B:	 	Account:  Swap
    Distribution Account

    Name:  Wells Fargo Bank, N.A.

    ABA:  121000248

    Acct#:  3970771416

    Account Name: Swap Account 

    Further Credit to:  84522501

    Ref.:  WFCM 2016-NXS5 Distribution Account

    Attn:  Corporate Trust Services (CMBS)/(410) 884-2000
	 	 	 	 	 
	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 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.



 






    	5



    	 



    

 


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) 383-9139).


 


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.


 


 



    	6



    	 



    




 





			 		
	Accepted and confirmed as of the date first written:	 
	 	 	 	 	 
	WELLS
    FARGO BANK, NATIONAL

 ASSOCIATION	 	WELLS
    FARGO COMMERCIAL MORTGAGE 

TRUST 2016-NXS5
	 	 	 
	 	 	 	By:	Wells
    Fargo Bank, National Association, not in its individual capacity, but solely as Certificate Administrator
	 	 	 	 	 
	By:	/s/
    Robin Rhodes	 	By:	/s/ Michael Baker
	 	Name: Robin Rhodes

    Title: Authorized Signatory	 	 	Name: Michael Baker

    Title: Assistant Vice President
	 	 	 	 	 


 





WFBNA
Ref.: 19449345


 


WFCMT 2016-NXS5
– Class A-6FL/FX Swap Confirmation 


 






    	 



    	 



    

  


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	One Court Square



 


		2.	10 South LaSalle Street



 


		3.	Keurig Green Mountain



  



    	Schedule 1-1



    	 



    




  


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


  



	
        Distribution Date

        
	 	
        Class A-SB 

Planned Principal

        Balance

        

	March 2016	 	$57,007,000.00
	April 2016	 	$57,007,000.00
	May 2016	 	$57,007,000.00
	June 2016	 	$57,007,000.00
	July 2016	 	$57,007,000.00
	August 2016	 	$57,007,000.00
	September 2016	 	$57,007,000.00
	October 2016	 	$57,007,000.00
	November 2016	 	$57,007,000.00
	December 2016	 	$57,007,000.00
	January 2017	 	$57,007,000.00
	February 2017	 	$57,007,000.00
	March 2017	 	$57,007,000.00
	April 2017	 	$57,007,000.00
	May 2017	 	$57,007,000.00
	June 2017	 	$57,007,000.00
	July 2017	 	$57,007,000.00
	August 2017	 	$57,007,000.00
	September 2017	 	$57,007,000.00
	October 2017	 	$57,007,000.00
	November 2017	 	$57,007,000.00
	December 2017	 	$57,007,000.00
	January 2018	 	$57,007,000.00
	February 2018	 	$57,007,000.00
	March 2018	 	$57,007,000.00
	April 2018	 	$57,007,000.00
	May 2018	 	$57,007,000.00
	June 2018	 	$57,007,000.00
	July 2018	 	$57,007,000.00
	August 2018	 	$57,007,000.00
	September 2018	 	$57,007,000.00
	October 2018	 	$57,007,000.00
	November 2018	 	$57,007,000.00
	December 2018	 	$57,007,000.00
	January 2019	 	$57,007,000.00
	February 2019	 	$57,007,000.00
	March 2019	 	$57,007,000.00
	April 2019	 	$57,007,000.00
	May 2019	 	$57,007,000.00







	
        Distribution Date

        
	 	
        Class A-SB 

Planned Principal

        Balance

        

	June 2019	 	$57,007,000.00
	July 2019	 	$57,007,000.00
	August 2019	 	$57,007,000.00
	September 2019	 	$57,007,000.00
	October 2019	 	$57,007,000.00
	November 2019	 	$57,007,000.00
	December 2019	 	$57,007,000.00
	January 2020	 	$57,007,000.00
	February 2020	 	$57,007,000.00
	March 2020	 	$57,007,000.00
	April 2020	 	$57,007,000.00
	May 2020	 	$57,007,000.00
	June 2020	 	$57,007,000.00
	July 2020	 	$57,007,000.00
	August 2020	 	$57,007,000.00
	September 2020	 	$57,007,000.00
	October 2020	 	$57,007,000.00
	November 2020	 	$57,007,000.00
	December 2020	 	$57,007,000.00
	January 2021	 	$57,006,291.94
	February 2021	 	$56,207,597.94
	March 2021	 	$55,115,571.77
	April 2021	 	$54,254,986.28
	May 2021	 	$53,312,142.09
	June 2021	 	$52,443,619.93
	July 2021	 	$51,493,061.17
	August 2021	 	$50,600,413.82
	September 2021	 	$49,703,835.47
	October 2021	 	$48,723,136.13
	November 2021	 	$47,818,291.34
	December 2021	 	$46,829,556.88
	January 2022	 	$45,916,373.64
	February 2022	 	$44,999,168.65
	March 2022	 	$43,839,411.26
	April 2022	 	$42,913,061.57
	May 2022	 	$41,903,423.96
	June 2022	 	$40,968,548.45
	July 2022	 	$39,950,623.59
	August 2022	 	$39,007,147.97



 






 



    	Schedule 2-1



    	 



    




 


	
        Distribution Date

        
	 	
        Class A-SB 

Planned Principal

        Balance

        

	September 2022	 	$38,059,516.78
	October 2022	 	$37,029,193.17
	November 2022	 	$36,072,850.71
	December 2022	 	$35,034,059.59
	January 2023	 	$34,068,929.97
	February 2023	 	$33,099,392.44
	March 2023	 	$31,957,880.18
	April 2023	 	$31,029,739.70
	May 2023	 	$30,025,001.08
	June 2023	 	$29,088,340.01
	July 2023	 	$28,075,319.19
	August 2023	 	$27,130,063.21
	September 2023	 	$26,180,639.66
	October 2023	 	$25,155,213.39
	November 2023	 	$24,197,083.58
	December 2023	 	$23,163,194.63
	January 2024	 	$22,196,282.60
	February 2024	 	$21,225,107.19
	March 2024	 	$20,107,425.68
	April 2024	 	$19,127,041.64
	May 2024	 	$18,071,521.05








	
        Distribution Date

        
	 	
        Class A-SB 

Planned Principal

        Balance

        

	June 2024	 	$17,082,160.63
	July 2024	 	$16,017,914.79
	August 2024	 	$15,019,499.67
	September 2024	 	$14,016,681.78
	October 2024	 	$12,939,354.96
	November 2024	 	$11,927,364.95
	December 2024	 	$10,841,122.60
	January 2025	 	  $9,819,880.42
	February 2025	 	  $8,794,134.46
	March 2025	 	  $7,555,833.41
	April 2025	 	  $6,520,105.70
	May 2025	 	  $5,410,789.75
	June 2025	 	  $4,365,602.74
	July 2025	 	  $3,247,092.12
	August 2025	 	  $2,192,363.26
	September 2025	 	  $1,132,982.44
	October 2025	 	           $675.08
	November 2025 and thereafter	 	              $0.00










    	Schedule 2-2



    	 



    




 





Schedule
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves exceeding 10% of the
initial principal balance


 


None.


 



    	Schedule 3-1