Exhibit 4.1


 


 








	 



 


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


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer,


 


RIALTO CAPITAL ADVISORS, LLC,

as General Special Servicer,


 


NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer,


 


NATIONAL COOPERATIVE BANK, N.A.,

as NCB Special Servicer,


 


PARK BRIDGE LENDER SERVICES LLC,

as Trust Advisor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator, as Tax Administrator and as Custodian,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


 







 


POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2015


 




 




$963,724,520

Aggregate Initial Certificate Principal Balance


 


 





Commercial Mortgage Pass-Through Certificates

Series 2015-LC22





	 



 






    	 



    	 



    

 


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
	CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
	 
	Section 1.01	Defined Terms	7
	Section 1.02	General Interpretive Principles	116
	Section 1.03	Certain Calculations in Respect of the Mortgage Pool	116
	Section 1.04	Cross-Collateralized Mortgage Loans	120
	Section 1.05	Incorporation of Preliminary Statement	121
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
	WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS,
	REMIC II REGULAR INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL
	INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST
	AND CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans	121
	Section 2.02	Acceptance of Mortgage Loans by Trustee	127
	Section 2.03	Certain Repurchases and Substitutions of Mortgage Loans by the Responsible Repurchase Parties	130
	Section 2.04	Representations and Warranties of the Depositor	139
	Section 2.05	Representations and Warranties of the Master Servicers	140
	Section 2.06	Representations and Warranties of the Special Servicers	142
	Section 2.07	Representations and Warranties of the Trust Advisor	144
	Section 2.08	Representations and Warranties of the Certificate Administrator	145
	Section 2.09	Representations and Warranties of the Tax Administrator	147
	Section 2.10	Representations, Warranties and Covenants of the Trustee	148
	Section 2.11	Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving REMIC I	150
	Section 2.12	Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee	153
	Section 2.13	Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving REMIC II	154
	Section 2.14	Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee	155
	Section 2.15	Creation of REMIC III; Issuance of the Regular Certificates, the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest, the REMIC III Components and the REMIC III	 


 






    	-i-



    	 



    

 





	 	Residual Interest; Certain Matters Involving REMIC III and the Class A-S, Class B, Class C and Class PEX Certificates	155
	Section 2.16	Issuance of the Class R Certificates	158
	Section 2.17	Grantor Trust Pool; Issuance of the Class A-S, Class B, Class C, Class PEX and Class V Certificates	159
	 	 	 
	ARTICLE III
	 	 	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND
	 
	Section 3.01	General Provisions	159
	Section 3.02	Collection of Mortgage Loan Payments	168
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts	169
	Section 3.04	Collection Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan Custodial Account and Loss of Value Reserve Fund	173
	Section 3.05	Permitted Withdrawals From the Collection Accounts, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account	180
	Section 3.06	Investment of Funds in the Accounts	198
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	200
	Section 3.08	Enforcement of Alienation Clauses	206
	Section 3.09	Realization Upon Defaulted Serviced Mortgage Loans	212
	Section 3.10	Trustee to Cooperate; Release of Mortgage Files	216
	Section 3.11	Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances	218
	Section 3.12	Property Inspections; Collection of Financial Statements	232
	Section 3.13	[Reserved]	234
	Section 3.14	[Reserved]	234
	Section 3.15	Access to Information	234
	Section 3.16	Title to Administered REO Property; REO Account	236
	Section 3.17	Management of Administered REO Property	238
	Section 3.18	Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the Non-Trust-Serviced Pooled Mortgage Loans	242
	Section 3.19	Additional Obligations of Master Servicers and Special Servicers	250
	Section 3.20	Modifications, Waivers, Amendments and Consents	257
	Section 3.21	Transfer of Servicing Between Master Servicers and Special Servicers; Record Keeping	266
	Section 3.22	Sub-Servicing Agreements	268
	Section 3.23	Subordinate Class Representative	272
	Section 3.24	Asset Status Reports and Certain Rights and Powers of the Subordinate Class Representative	276
	Section 3.25	Application of Default Charges	284


 






    	-ii-



    	 



    

 





	Section 3.26	Certain Matters Regarding the Serviced Loan Combinations	286
	Section 3.27	Rating Agency Confirmations; Communications with Rating Agencies	291
	Section 3.28	The Trust Advisor	295
	Section 3.29	Delivery of Excluded Information to the Certificate Administrator	306
	Section 3.30	General Acknowledgement Regarding Non-Serviced Companion Loan Holders	306
	Section 3.31	Matters Regarding the Non-Trust-Serviced Pooled Mortgage Loans	307
	Section 3.32	Litigation Control	307
	 	 	 
	ARTICLE IV
	 	 	 
	PAYMENTS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	310
	Section 4.02	Distribution Date Statements; Servicer Reporting	322
	Section 4.03	P&I Advances	332
	Section 4.04	Allocation of Realized Losses and Additional Trust Fund Expenses	337
	Section 4.05	Allocation of Certain Trust Advisor Expenses	339
	Section 4.06	Calculations	341
	 	 	 
	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	341
	Section 5.02	Registration of Transfer and Exchange of Certificates	342
	Section 5.03	Book-Entry Certificates	351
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	352
	Section 5.05	Persons Deemed Owners	353
	Section 5.06	Certification by Certificate Owners	353
	Section 5.07	Appointment of Authenticating Agents	353
	Section 5.08	[Reserved.]	354
	Section 5.09	Exchanges of Exchangeable Certificates	354
	 	 	 
	ARTICLE VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS AND THE
	TRUST ADVISOR
	 
	Section 6.01	Liability of the Depositor, the Master Servicers, the Special Servicers and the Trust Advisor	356
	Section 6.02	Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Trust Advisor or the Special Servicers	356
	Section 6.03	Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicers and the Special Servicers	357
	Section 6.04	Resignation of a Master Servicer or a Special Servicer	360


 






    	-iii-



    	 



    

 





	Section 6.05	Replacement of Special Servicers	362
	Section 6.06	Rights
    of the Depositor and the Trustee in Respect of the Master Servicers and the Special Servicers	367
	Section 6.07	Master Servicers and Special Servicers May Own Certificates	367
	 	 	 
	ARTICLE VII
	 	 	 
	SERVICER TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination Event	368
	Section 7.02	Trustee To Act; Appointment of Successor	374
	Section 7.03	Notification to Certificateholders	375
	Section 7.04	Waiver of Servicer Termination Event	376
	Section 7.05	Additional Remedies of Trustee Upon Servicer Termination Event	377
	 	 	 
	ARTICLE VIII
	 	 	 
	THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE
	TAX ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee, the Certificate Administrator and the Tax Administrator	377
	Section 8.02	Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator	380
	Section 8.03	The Trustee, the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	382
	Section 8.04	The Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates	383
	Section 8.05	Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator	383
	Section 8.06	Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator	385
	Section 8.07	Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator	386
	Section 8.08	Successor Trustee, Certificate Administrator and Tax Administrator	389
	Section 8.09	Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator	390
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	390
	Section 8.11	Appointment of Custodian	391
	Section 8.12	Access to Certain Information	392
	Section 8.13	Cooperation Under Applicable Banking Law	401


 






    	-iv-



    	 



    

 





	ARTICLE IX
	 	 	 
	TERMINATION
	 
	Section 9.01	Termination Upon Repurchase or Liquidation of All Mortgage Loans	402
	Section 9.02	Additional Termination Requirements	405
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL TAX PROVISIONS
	 
	Section 10.01	REMIC Administration	406
	Section 10.02	Grantor Trust Administration	409
	Section 10.03	The
    Depositor, the Master Servicers, the Special Servicers and the Trustee to Cooperate with the Tax Administrator	412
	 	 	 
	ARTICLE XI
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	413
	Section 11.02	Notification Requirements and Deliveries in Connection with Securitization of a Serviced Pari Passu Companion Loan	414
	Section 11.03	Sub-Servicers; Subcontractors and Agents	415
	Section 11.04	Information to be Provided by the Master Servicers and the Special Servicers	416
	Section 11.05	Information to be Provided by the Trustee	417
	Section 11.06	Filing Obligations	417
	Section 11.07	Form 10-D Filings	418
	Section 11.08	Form 10-K Filings	420
	Section 11.09	Sarbanes-Oxley Certification	423
	Section 11.10	Form 8-K Filings	424
	Section 11.11	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	426
	Section 11.12	Annual Compliance Statements	427
	Section 11.13	Annual Reports on Assessment of Compliance with Servicing Criteria	428
	Section 11.14	Annual Independent Public Accountants’ Servicing Report	430
	Section 11.15	Exchange Act Reporting Indemnification	431
	Section 11.16	Amendments	434
	Section 11.17	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	434
	Section 11.18	Termination of the Certificate Administrator	435


 






    	-v-



    	 



    

 





	ARTICLE XII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 12.01	Amendment	436
	Section 12.02	Recordation of Agreement; Counterparts	439
	Section 12.03	Limitation on Rights of Certificateholders	439
	Section 12.04	Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury	440
	Section 12.05	Notices	440
	Section 12.06	Communications by Electronic Mail	442
	Section 12.07	Severability of Provisions	443
	Section 12.08	Successors and Assigns; Beneficiaries	443
	Section 12.09	Article and Section Headings	443
	Section 12.10	Notices to Subordinate Class Representative	443
	Section 12.11	Complete Agreement	443


 






    	-vi-



    	 



    

 





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


 






    	-vii-



    	 



    

 





	EXHIBIT K-2B	Form of Investor Certification for Borrower Parties (for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)
	EXHIBIT K-3A	Form of Notice of [Excluded Holder][Excluded Controlling Class Holder]
	EXHIBIT K-3B	Form of Notice of [Excluded Holder][Excluded Controlling Class Holder]
	 	to Certificate Administrator
	EXHIBIT K-4	Form of Investor Confidentiality Agreement
	EXHIBIT K-5	Form of Notice of Mezzanine Collateral Foreclosure
	EXHIBIT L	Form of Power of Attorney by Trustee for Master Servicers and Special Servicers
	EXHIBIT M	Form of Final Certification of Custodian EXHIBIT N          Form of Defeasance Certification
	EXHIBIT O-1	Form of Trust Advisor Annual Report (Subordinate Control Period)
	EXHIBIT O-2	Form of Trust Advisor Annual Report (Collective Consultation Period and Senior Consultation Period)
	EXHIBIT O-3	Form of Notice from Trust Advisor Recommending Replacement of Special Servicer
	EXHIBIT P	Form of NRSRO Certification
	EXHIBIT Q	Form of Online Vendor Certification
	EXHIBIT R	Additional Disclosure Notification
	EXHIBIT S-1	Form of Trustee Backup Certification
	EXHIBIT S-2	Form of Custodian Backup Certification
	EXHIBIT S-3	Form of Certificate Administrator Backup Certification
	EXHIBIT S-4	Form of Master Servicer Backup Certification
	EXHIBIT S-5	Form of Special Servicer Backup Certification
	EXHIBIT S-6	Form of Trust Advisor Backup Certification
	EXHIBIT T	Form of Sarbanes-Oxley Certification
	EXHIBIT U	Form of Outside Master Servicer Notice
	EXHIBIT V	[Reserved]
	EXHIBIT W	[Reserved]
	EXHIBIT X	Form of Notice of Exchange of Exchangeable Certificates
	EXHIBIT Y	Form of Intercreditor Agreement and Subordination Agreement for NCB Co-op Mortgage Loans
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE I	Mortgage Loan Schedule
	SCHEDULE II	Schedule of Exceptions to Mortgage File Delivery (under Section 2.02(a))
	SCHEDULE III	Servicing Criteria to be Addressed in Assessment of Compliance
	SCHEDULE IV	Designated Sub-Servicers
	SCHEDULE V	Additional Form 10-D Disclosure
	SCHEDULE VI	Additional Form 10-K Disclosure
	SCHEDULE VII	Form 8-K Disclosure Information
	SCHEDULE VIII	Initial NOI Information for Significant Obligors
	SCHEDULE IX	Schedule of Initial Serviced Pari Passu Companion Loan Holders
	SCHEDULE X	Class A-SB Planned Principal Balance Schedule
	SCHEDULE XI	Designated Escrow/Reserve Mortgage Loans


 






    	-viii-



    	 



    

 

This Pooling and Servicing
Agreement (this “Agreement”), is dated and effective as of September 1,
2015, 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,
NATIONAL COOPERATIVE BANK, N.A., as NCB Special Servicer, PARK BRIDGE LENDER SERVICES LLC, as Trust Advisor, WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Certificate Administrator, as Tax Administrator and as Custodian, and WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee.


 


PRELIMINARY STATEMENT:


 


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


 


REMIC I


 


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


 


REMIC II


 


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


 


 


 


	
        Designation

        	 	
        REMIC
        II

        Remittance Rate

        	 	Initial
 Uncertificated
 Principal Balance



	A-1	 	Variable(1)	 	$                      46,185,000	 
	A-2	 	Variable(1)	 	$                      23,443,000	 
	A-3	 	Variable(1)	 	$                    220,000,000	 
	A-4	 	Variable(1)	 	$                    302,267,000	 



 






    	 



    	 



    

 


	A-SB	 	Variable(1)	 	$                      82,712,000	 
	A-S	 	Variable(1)	 	$                      69,870,000	 
	B	 	Variable(1)	 	$                      56,619,000	 
	C	 	Variable(1)	 	$                      42,162,000	 
	D	 	Variable(1)	 	$                      44,573,000	 
	E	 	Variable(1)	 	$                      22,888,000	 
	F	 	Variable(1)	 	$                        9,637,000	 
	G	 	Variable(1)	 	$                      43,368,520	 


 


 





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



 


REMIC III


 


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


 


Designations of the
REMIC III Components


 


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


 






    	-2-



    	 



    

 


Class X-G Certificates” in the table that appears under “Corresponding REMIC
II Regular Interests”.


 


Corresponding REMIC
II Regular Interests


 


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


 


	REMIC II 

Regular 

Interest	Class of 

Certificates 

or REMIC

 III Regular 

Interest	REMIC III 

Component 

of Class 

X-A 

Certificates	REMIC III 

Component 

of Class 

X-E 

Certificates	REMIC III 

Component 

of Class 

X-F 

Certificates	REMIC III 

Component 

of Class 

X-G 

Certificates
	A-1	A-1

Certificates	A-1-X-A	N/A	N/A	N/A
	A-2	A-2

Certificates	A-2-X-A	N/A	N/A	N/A
	A-3	A-3

Certificates	A-3-X-A	N/A	N/A	N/A
	A-4	A-4 Certificates	A-4-X-A	N/A	N/A	N/A
	A-SB	A-SB Certificates	A-SB-X-A	N/A	N/A	N/A
	A-S	A-S Certificates and A-S-PEX Component (collectively representing the Class A-S Regular Interest)	A-S-X-A	N/A	N/A	N/A
	B	B Certificates and B-PEX Component (collectively representing the Class B Regular Interest)	N/A	N/A	N/A	N/A
	C	C	N/A	N/A	N/A	N/A



 






    	-3-



    	 



    

 


	 	Certificates and C-PEX Component (collectively representing the Class C Regular Interest)	 	 	 	 
	D	D Certificates	N/A	N/A	N/A	N/A
	E	E Certificates	N/A	E-X-E	N/A	N/A
	F	F Certificates	N/A	N/A	F-X-F	N/A
	G	G Certificates	N/A	N/A	N/A	G-X-G


 


Each of (i) the
Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the
initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class
Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S
Regular Interest, Class B Regular Interest and Class C Regular Interest will be $963,724,520.


 


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


 


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


 


	
        Class
        Designation

	 	
        Pass-Through
        Rate

	 	Initial Class Principal 

Balance



	Class A-1	 	1.6390% per annum	 	$                              46,185,000	 
	Class A-2	 	2.9950% per annum	 	$                              23,443,000	 
	Class A-3	 	3.5720% per annum	 	$                            220,000,000	 
	Class A-4	 	3.8390% per annum	 	$                            302,267,000	 
	Class A-SB	 	3.5710% per annum	 	$                              82,712,000	 
	Class X-A	 	Variable(1)	 	(2)
	Class X-E	 	Variable(1)	 	(3)
	Class X-F	 	Variable(1)	 	(4)
	Class X-G	 	Variable(1)	 	(5)
	Class A-S(6)	 	Variable(1)	 	$                              69,870,000	 
	Class A-S-PEX Component(6)	 	Variable(1)	 	$                                              0	 
	Class A-S Regular Interest(6)	 	Variable(1)	 	$                              69,870,000	 
	Class B(6)	 	Variable(1)	 	$                              56,619,000	 
	Class B-PEX Component(6)	 	Variable(1)	 	$                                              0	 
	Class B Regular Interest(6)	 	Variable(1)	 	$                              56,619,000	 



 



    	-4-



    	 



    
     

	Class C(6)	 	Variable(1)

                                               	 	$                              42,162,000	 
	Class C-PEX Component(6)	 	Variable(1)	 	$                                              0	 
	Class C Regular Interest(6)	 	Variable(1)	 	$                              42,162,000	 
	Class PEX(6)	 	(7)	 	$                            168,651,000	 
	Class D	 	Variable(1)	 	$                              44,573,000	 
	Class E	 	3.3560% per annum	 	$                              22,888,000	 
	Class F	 	3.3560% per annum	 	$                                9,637,000	 
	Class G	 	3.3560% per annum	 	$                              43,368,520	 
	Class R	 	None	 	None	 
	Class V	 	None	 	(8)


 


 





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



 


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



 


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



 


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



 


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



 


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


 






    	-5-



    	 



    

 


		 	Regular Interest, Class B
                                         Regular Interest and Class C Regular Interest, respectively. The Class PEX
                                         Certificates are not regular interests in REMIC III but represent ownership of the Class PEX
                                         Components.




 


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



 


		(8)	The
                                         Class V Certificates will not have a Class Principal Balance or entitle their Holders
                                         to receive distributions of principal. The Class V Certificates will evidence the
                                         beneficial ownership of the assets of the portion of the Grantor Trust consisting of
                                         the Class V Specific Grantor Trust Assets.



 


Grantor Trust


 


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


 


 


 


	
        Class
Designation
	 	
        Corresponding
Grantor Trust Assets

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


 


Split Loan Structures


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule (the “40
Wall Street Mortgage Loan”) also secures two companion loans to the same Borrower, which consist of promissory
notes designated note A-1-B and note A-3 in the original aggregate principal balance of $65,000,000 and which are pari passu
in right of payment with the 40 Wall Street Mortgage Loan (each a “40 Wall Street Pari
Passu Companion Loan” and, collectively, the “40 Wall Street Pari Passu Companion Loans” and,
collectively with the 40 Wall Street Mortgage Loan, the “40 Wall Street Loan Combination”).
Each 40 Wall Street Pari Passu Companion Loan and all amounts attributable thereto will not be an asset of the Trust Fund, the
REMIC Pools or the Grantor Trust and will be beneficially owned by the related Serviced Pari Passu Companion Loan Holder.


 


The 40 Wall Street Loan
Combination will be serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule (the “Somerset
Park Apartments Mortgage Loan”) also secures four companion loans to the same Borrower, which consist of (i) promissory
notes designated as notes A-1-1 and A-2-1 in the aggregate original principal balance of $73,500,000 (the “Somerset Park
Apartments Companion Loans A-1-1 and A-2-1”) and (ii) promissory notes designated as notes A-1-3 and A-2-3 in the
aggregate original principal balance of $36,500,000 (together with the Somerset Park Apartments Companion Loans A-1-1 and A-2-1,
the “Somerset Park


 






    	-6-



    	 



    

 



Apartments
Pari Passu Companion Loans” and, collectively with the Somerset Park Apartments
Mortgage Loan, the “Somerset Park Apartments Loan Combination”) and
each of which is pari passu in right of payment with the Somerset Park Apartments Mortgage Loan. The Somerset Park Apartments
Pari Passu Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC Pools or the Grantor
Trust and will be beneficially owned by the related Non-Serviced Companion Loan Holders.


 


The
Somerset Park Apartments Loan Combination will be serviced pursuant to (i) the related Non-Trust Pooling and Servicing Agreement
and (ii) the related Intercreditor Agreement.


 


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


 


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


 


ARTICLE
I



DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;

CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL


 


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


 


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


 


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


 


“40
Wall Street Loan Combination”: As defined in the Preliminary Statement.


 


“40
Wall Street Mortgage Loan”: As defined in the Preliminary Statement.


 


“40
Wall Street Pari Passu Companion Loans”: As defined in the Preliminary Statement.


 


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


 


“Accrued
Certificate Interest”: The interest accrued from time to time with respect to any Class of Regular Certificates
and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, the amount of which
interest shall equal: (a) in the case of any Class of Principal Balance Certificates (other than the Class A-S, Class B,
Class C and Class PEX Certificates) or the Class A-S Regular Interest, Class B Regular Interest or Class C


 



    	-7-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Additional
Servicer”: Each Affiliate of any Master Servicer, any Mortgage Loan Seller, the Depositor, any Non-Trust Master
Servicer, any Non-Trust Special Servicer or any of the Underwriters, that Services any of the Mortgage Loans and each Person,
other than the Special Servicers, who is not an Affiliate of any Master Servicer, any Mortgage Loan Seller, the Depositor or any
of the Underwriters and who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance). For clarification
purposes, the Certificate Administrator is an Additional Servicer and the Trustee is not an Additional Servicer. For 

 


    	-8-



    	 



    

 


further clarification
purposes, the Special Servicers and the Trust Advisor are not Additional Servicers, it being acknowledged that the Special Servicers
and the Trust Advisor constitute Reporting Servicers regardless of the number or percentage of Mortgage Loans serviced on any
particular date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Adverse
REMIC Event”: Either: (i) any impairment of the status of any REMIC Pool as a REMIC, including (insofar
as it relates to a proposed modification, waiver or amendment of any term of a Mortgage Loan) any impairment that could result
by virtue of the exercise of a “unilateral option” (within the meaning of Treasury Regulations Section 1.1001-3(c)(3))
of the Borrower; or (ii) except as permitted by Section 3.17(a), the imposition of a tax upon any REMIC Pool
or any of its assets or transactions (including the tax 

 


    	-9-



    	 



    

 


on prohibited transactions as defined in Section 860F(a)(2) of the
Code, the tax on contributions under Section 860G(d) of the Code and the tax on income from foreclosure property under Section 860G(c)
of the Code).


 


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


 


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


 


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


 


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


 


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


 


“Anticipated
Repayment Date”: With respect to any ARD Mortgage Loan, the date specified in the related Mortgage Note, as of
which Post-ARD Additional Interest shall begin to accrue on such Mortgage Loan, which date is prior to the Stated Maturity Date
for such Mortgage Loan.


 


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


 


“Applicable
State Law”: For purposes of Article X, the Applicable State Law shall be (1) the laws of the
State of New York; (2) to the extent brought to the attention of the Tax Administrator (by either (i) an Opinion of
Counsel delivered to it or (ii) written notice from the appropriate taxing authority as to the applicability of such state
law), (a) the laws of the states in which the Corporate Trust Offices of the Certificate Administrator and the Trustee and
the Primary Servicing Offices of the Master Servicers and the Special Servicers are located and (b) the laws of the states
in which any Mortgage Loan Documents are held and/or any REO Properties are located; and (3) such other state or local law
as to which the Tax Administrator has actual knowledge of applicability.


 


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

 


    	-10-



    	 



    

 


multifamily
properties, as the case may be, and possess sufficient knowledge to value such a property).


 


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


 


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


 


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


 


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


 



    	-11-



    	 



    




 


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


 


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


 


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


 


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


 


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


 



    	-12-



    	 



    




 


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


 


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


 


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


 


“ARD
Mortgage Loan”: A Mortgage Loan that provides for the accrual of Post-ARD Additional Interest thereon if such
Mortgage Loan is not paid in full on or prior to its Anticipated Repayment Date.


 


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


 


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


 


“Assumed
Monthly Payment”: With respect to (a) any Mortgage Loan that is a Balloon Mortgage Loan delinquent in respect
of its Balloon Payment beyond the Determination Date immediately following its scheduled maturity date (as such date may be extended
in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower or by reason of a modification,
waiver or amendment granted or agreed to by the applicable Master Servicer or the applicable Special Servicer), for that scheduled
maturity date and for each subsequent Due Date as of which such Mortgage Loan remains outstanding and part of the Trust Fund,
the scheduled monthly payment of principal and/or interest deemed to be due with respect to such Mortgage Loan on such Due Date
equal to the amount (exclusive of Default Interest and any Post-ARD Additional Interest) that would have been due in respect thereof
on such Due 


 



    	-13-



    	 



    

 


Date if such Mortgage Loan had been required to continue to accrue interest in accordance with its terms, and to pay
principal in accordance with the amortization schedule (if any), in effect immediately prior to, and without regard to the occurrence
of, such maturity date; and (b) any REO Mortgage Loan, for any Due Date as of which the related REO Property (or, in the
case of any REO Mortgage Loan that is a successor to any Mortgage Loan in a Loan Combination, any interest in the related REO
Property) remains part of the Trust Fund, the scheduled monthly payment of principal and/or interest deemed to be due in respect
thereof on such Due Date equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan described in clause (a)
of this definition, the Assumed Monthly Payment) that was due (or deemed due) with respect to the related Mortgage Loan on
the last Due Date prior to its becoming an REO Mortgage Loan.


 


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


 


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


 


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


 


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


 


“Available
Distribution Amount”: With respect to any Distribution Date, an amount equal to (a) the sum of (i) all
amounts on deposit in the Distribution Account as of 11:00 a.m., New York City time, on such Distribution Date, (ii) to the
extent not included in the amount described in clause (a)(i) of this definition, any P&I Advances and/or Compensating
Interest Payments that were made hereunder in respect of such Distribution Date, (iii) to the extent not included in the
amount described in clause (a)(i) of this definition, the aggregate amount transferred (pursuant to Section 3.05(d))
from the Excess Liquidation Proceeds Account to the Distribution Account in respect of such Distribution Date and (iv) to
the extent not included in the amount described in clause (a)(i) of this definition, if such Distribution Date occurs
during the month of March of any year (or if the Final Distribution Date occurs during the month of January (except in a leap
year) or February of any year, during such January or February), the aggregate of the Interest Reserve Amounts with respect to
the Interest Reserve Loans transferred from the Interest Reserve Account to the Distribution Account during such 


 



    	-14-



    	 



    

 


month of March
(or if the Final Distribution Date occurs during the month of January (except in a leap year) or February of any year, during
such January or February) for distribution on such Distribution Date, net of (b) any portion of the amounts described in
clause (a) of this definition that represents one or more of the following: (i) collected Monthly Payments that
are due on a Due Date following the end of the related Collection Period, (ii) any payments of principal (including Principal
Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust after the
end of the related Collection Period, (iii) any Prepayment Premiums, Yield Maintenance Charges and/or Post-ARD Additional
Interest, (iv) any amounts payable or reimbursable to any Person from the Distribution Account pursuant to clauses (iii) through (viii) of Section 3.05(b), (v) if such Distribution Date occurs during the month of February
of any year or during the month of January of any year that is not a leap year, the aggregate of the Interest Reserve Amounts
with respect to the Interest Reserve Loans to be withdrawn (pursuant to Section 3.04(c) and Section 3.05(b)(ii))
from the Distribution Account and deposited into the Interest Reserve Account during such month of February or such month of January,
as the case may be, and held for future distribution, and (vi) any amounts deposited in the Distribution Account in error;
provided that the Available Distribution Amount for the Final Distribution Date shall be calculated without regard to clauses (b)(i),
(b)(ii) and (b)(v) of this definition.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-15-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


“Certificate”:
Any one of the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22,
as executed by the Certificate Administrator and authenticated and delivered hereunder by the Certificate Registrar.


 



    	-16-



    	 



    




 


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


 


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


 


“Certificate
Administrator Fee Rate”: 0.0047% per annum.


 


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


 


“Certificate
Factor”: With respect to any Class of Interest Only Certificates or Principal Balance Certificates, any Class PEX
Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as of any date
of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the related Class Principal
Balance or Class Notional Amount, as the case may be, then outstanding, and the denominator of which is the related Class Principal
Balance or Class Notional Amount, as the case may be, outstanding as of the Closing Date (in the case of any Class of Exchangeable
Certificates or Class PEX Component, as the same may be adjusted in connection with exchanges pursuant to Section 5.09).


 


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


 


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


 


“Certificate
Principal Balance”: With respect to any Principal Balance Certificate, any Class PEX Component and the Class A-S
Regular Interest, Class B Regular Interest and Class C Regular Interest, as of any date of determination, the then-outstanding
principal amount of such Certificate, Class PEX Component or REMIC III Regular Interest, as applicable, equal to the product
of (a) the then Certificate Factor for the Class of Principal Balance Certificates to which such Certificate belongs, the Class PEX
Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, multiplied
by (b) the amount specified on the face of such Certificate as the initial Certificate Principal Balance thereof. The
aggregate Certificate Principal Balance of the Class A-S Certificates and the Class A-S-PEX Component shall be equal
at all times to the Certificate Principal Balance of the Class A-S Regular Interest. The aggregate Certificate Principal
Balance of the Class B 


 



    	-17-



    	 



    

 


Certificates
and the Class B-PEX Component shall be equal at all times to the Certificate Principal Balance of the Class B
Regular Interest. The aggregate Certificate Principal Balance of the Class C Certificates and the Class C-PEX
Component shall be equal at all times to the Certificate Principal Balance of the Class C Regular Interest. The original
and outstanding Certificate Principal Balances of the Class A-S, Class B, Class C and
Class PEX Certificates and the Class PEX Components are subject to adjustment in connection with any exchange of
Class A-S, Class B and Class C Certificates for Class PEX Certificates, or vice versa, in each case in
accordance with Section 5.09 hereof.


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered
in the Certificate Register, provided that: (i) no Disqualified Organization, Disqualified Partnership, or Non-United
States Tax Person shall be a “Holder” of, or a “Certificateholder” with respect to, a Class R Certificate
for any purpose hereof; and (ii) solely for purposes of giving any consent, approval, direction or waiver pursuant to this
Agreement that specifically relates to the rights, duties and/or obligations hereunder of any of the Depositor, either Master
Servicer, either Special Servicer, any Excluded Special Servicer, the Tax Administrator, the Certificate Administrator or the
Trustee in its respective capacity as such (other than any consent, approval or waiver contemplated by Section 3.24),
any Certificate registered in the name of such party or in the name of any Affiliate thereof shall be deemed not to be outstanding,
and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent, approval or waiver that specifically relates to such party has been obtained.
The Certificate Registrar shall be entitled to request and conclusively rely upon a certificate of the Depositor, the applicable
Master Servicer or the applicable Special Servicer in determining whether a Certificate is registered in the name of an Affiliate
of such Person. All references herein to “Certificateholders” or “Holders” shall reflect the rights of
Certificate Owners only insofar as they may indirectly exercise such rights through the Depository and the Depository Participants
(except as otherwise specified herein), it being herein acknowledged and agreed that the parties hereto shall be required to recognize
as a “Certificateholder” or “Holder” only the Person in whose name a Certificate is registered in the
Certificate Register. Notwithstanding any contrary provision of this definition, in connection with the Class A-S Regular
Interest, Class B Regular Interest and Class C Regular Interest, the term “Certificateholder” or “Holder”
shall mean the Trustee as the holder of the Class A-S Regular Interest, Class B Regular Interest or Class C Regular
Interest, as applicable.


 


“Certification
Parties”: As defined in Section 11.09.


 


“Certifying
Person”: As defined in Section 11.09.


 


“Certifying
Servicer”: As defined in Section 11.12.


 


“Class”:
Collectively, all of the Certificates bearing the same alphabetic or alphanumeric Class Designation and having the same payment
terms, or any of the Class A-S 


 



    	-18-



    	 



    

 


Regular Interest, Class B Regular Interest or Class C Regular Interest, in each
case as the context may require.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-19-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-20-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-21-



    	 



    




 


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


 


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


 


“Class
Principal Balance”: The aggregate principal balance of any Class of Principal Balance Certificates, Class PEX
Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest outstanding as
of any date of determination. As of the Closing Date, the Class Principal Balance of each Class of Principal Balance Certificates,
Class PEX Component and the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest
shall equal the initial Class Principal Balance thereof. On each Distribution Date, the Class Principal Balance of each Class
of Principal Balance Certificates, Class PEX Component and the Class A-S Regular Interest, Class B Regular Interest
or Class C Regular Interest shall be (i) reduced by the amount of any distributions of principal made thereon on such
Distribution Date pursuant to Section 4.01, (ii) further reduced by the amount of any Realized Losses and Additional
Trust Fund Expenses deemed allocated thereto on such Distribution Date pursuant to Section 4.04(a); and (iii) if
such Class is not a Control-Eligible Class, any Excess Trust Advisor Expenses allocated to such Class of Principal Balance Certificates,
Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest
on such Distribution Date pursuant to Section 4.05; provided that if the Principal Distribution Amount for
such Distribution Date includes any amount described in clause (I)(C) of the definition of “Principal Distribution
Amount” (in respect of recoveries during the Collection Period related to such Distribution Date of amounts determined to
constitute Nonrecoverable Advances during a Collection Period related to a prior Distribution Date), then the Class Principal
Balances of the respective Classes of Principal Balance Certificates, Class PEX Component or the Class A-S Regular Interest,
Class B Regular Interest or Class C Regular Interest shall hereby be increased (in the aggregate) immediately prior
to such Distribution Date by the lesser of the amount of Realized Losses previously allocated thereto and such amount described
in such clause (I)(C) (and, as among the respective Classes of Principal Balance Certificates, Class PEX Components
or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, such increase shall be
allocated, first, to the Class A Certificates, pro rata according to the amounts of Realized Losses previously
allocated to the respective Classes of Class A Certificates, then to the Class A-S Regular Interest, then
to the Class B Regular Interest, then to the Class C Regular Interest, and then to the Class D,
Class E, Class F and Class G Certificates, in that order in each case to the extent of the lesser of the Realized
Losses previously allocated thereto and the remaining unallocated portion of the increase). Amounts allocated to the Class A-S
Regular Interest as described in the preceding sentence shall be allocated between the Class A-S Certificates and Class A-S-PEX
Component in accordance with the Class A-S Percentage Interest and the Class A-S-PEX Percentage Interest, respectively.
Amounts allocated to the Class B Regular Interest as described in the second preceding sentence shall be allocated between
the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest and the Class B-PEX
Percentage Interest, respectively. Amounts allocated to the Class C Regular Interest as described in the third preceding
sentence shall be allocated between the Class C Certificates and Class C-PEX 


 



    	-22-



    	 



    

 


Component in accordance with the Class C
Percentage Interest and the Class C-PEX Percentage Interest, respectively. The original and outstanding Class Principal Balances
of the Class A-S, Class B, Class C and Class PEX Certificates and the Class PEX Components are subject
to adjustment in connection with any exchange of Class A-S, Class B and Class C Certificates for Class PEX
Certificates, or vice versa, in each case in accordance with Section 5.09 hereof.


 


“Class
V Certificate”: Any of the Certificates with a “Class V” designation on the face thereof, substantially
in the form of Exhibit A-3 attached hereto, and evidencing 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 collections of Post-ARD Additional
Interest Received by the Trust with respect to any ARD Mortgage Loan and/or any successor REO Mortgage Loan with respect thereto.


 


“Class
V Sub-Account”: As defined in Section 3.04(b).


 


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


 


“Class
X-A Strip Rate”: With respect to each REMIC III Component of the Class X-A Certificates, with respect to
each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC
Rate for such Interest Accrual Period over the Pass-Through Rate on the Class of Principal Balance Certificates (other than the
Class A-S Certificates) and the Class A-S Regular Interest with the same alphanumeric designation; and with respect
to the Class X-A Certificates as a whole, the greater of (I) zero and (II) the excess of the WAC Rate over the weighted average
of the Pass-Through Rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates
and the Class A-S Regular Interest for such Interest Accrual Period, weighted on the basis of the Class Principal Balances
of such Classes of Certificates and the Class A-S Regular Interest outstanding immediately prior to the conclusion of such
Interest Accrual Period.


 


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


 


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


 


“Class
X-F Certificate”: Any of the Certificates with a “Class X-F” designation on the face thereof, substantially
in the form of Exhibit A-1 attached hereto, and evidencing 


 



    	-23-



    	 



    

 


ownership of a portion of one (1) class of “regular interests”
in REMIC III for purposes of the REMIC Provisions.


 


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


 


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


 


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


 


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


 


“Closing
Date”: September 29, 2015.


 


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


 


“Collection
Account”: The segregated account or accounts created and maintained by each Master Servicer, pursuant to Section 3.04(a),
in trust for the Certificateholders, which, with respect to the General Master Servicer, shall be entitled “Wells Fargo
Bank, National Association [or name of successor General Master Servicer], as General Master Servicer, on behalf of Wilmington
Trust, National Association [or name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Collection Account”
and, with respect to the NCB Master Servicer, shall be entitled “National Cooperative Bank, N.A. [or name of successor NCB
Master Servicer], as NCB Master Servicer, on behalf of Wilmington Trust, National Association [or name of any successor Trustee],
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage
Pass-Through Certificates, Series 2015-LC22, Collection Account”.


 



    	-24-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Condemnation
Proceeds”: All cash amounts actually Received by the Trust or on behalf of the Trustee, the applicable Master
Servicer or the applicable Special Servicer in connection with the taking of all or a part of a Mortgaged Property or REO Property
by exercise of the power of eminent domain or condemnation (in the case of any Non-Trust-Serviced Pooled Mortgage Loan, to the
extent of any portions of such amounts received by the applicable Master Servicer pursuant to the related Intercreditor Agreement),
exclusive of any portion thereof applied to the restoration of the related Mortgaged Property or REO Property (or placed in a



 



    	-25-



    	 



    

 


reserve account for that purpose) or required to be released to the related Borrower or any other third party in accordance with
applicable law and/or the terms and conditions of the related Mortgage Loan Documents or any other applicable document.


 


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


 


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


 


“Co-op
Mortgage Loan”: Any NCB Mortgage Loan (other than the Mortgage Loan identified as Loan No. 65 on the Mortgage
Loan Schedule).


 


“Corporate
Trust Office”: The corporate trust office of the Certificate Administrator or the Trustee, as the case may be,
at which at any particular time its duties, with respect to this Agreement shall be administered, which office is as of the Closing
Date located: (i) in the case of the Certificate Administrator, for Certificate transfer purposes, at Wells Fargo Center,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479; Attn: Corporate Trust Services Wells Fargo Commercial Mortgage
Trust 2015-LC22, and for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
Services, Wells Fargo Commercial Mortgage Trust 2015-LC22; and (ii) in the case of the Trustee, at 1100 North Market Street,
Wilmington, Delaware 19890, Attention: WFCM 2015-LC22.


 


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


 


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


 



    	-26-



    	 



    

 


Preliminary Statement in the table entitled
“REMIC III—Corresponding REMIC II Regular Interests”.


 


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


 


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


 


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


 


“CREFC®
Collateral Summary File”: The monthly data file substantially in the form of, and containing the information
called for in, the downloadable form of the “Collateral Summary File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage-backed securities 


 



    	-27-



    	 



    

 


transactions generally; provided that,
to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to
the Certificate Administrator.


 


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


 


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


 


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


 


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


 


“CREFC®
Investor Reporting Package”: Collectively:


 


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


 



    	-28-



    	 



    




 


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


 


(c)               
such other reports and data files as CREFC® may designate as part of the “CREFC® Investor Reporting Package (CREFC®
IRP)” from time to time.


 


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


 


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


 


Account
Name: Commercial Real Estate Finance Council (CREFC)

Bank Name: JPMorgan Chase Bank, National Association

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 


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


 


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


 



    	-29-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 



    	-30-



    	 



    

 


information, such other form must be reasonably acceptable to the Master Servicers and the Special Servicers.


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-31-



    	 



    




 


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-defaulted and cross-collateralized with each other. For the
avoidance of doubt, there are no Cross-Collateralized Groups related to this Trust as of the Closing Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“DBSI”:
Deutsche Bank Securities Inc., or its successor-in-interest.


 


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


 


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


 



    	-32-



    	 



    

 


Companion Loan at the related Mortgage Rate, such excess interest
arising out of a default under such Mortgage Loan or Serviced Pari Passu Companion Loan.


 


“Defaulted
Mortgage Loan”: A Serviced Mortgage Loan that is both (A) a Specially Serviced Mortgage Loan and (B) either
(i) delinquent 120 days or more with respect to any Balloon Payment or sixty (60) days or more with respect to any other
Monthly Payment, with such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage
or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note, or (ii) a
Serviced Mortgage Loan as to which the amounts due thereunder have been accelerated following any other material default.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Depository”:
The Depository Trust Company or any successor Depository hereafter named as contemplated by Section 5.03(c). The nominee
of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede &
Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Exchange Act.


 


“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.


 



    	-33-



    	 



    




 


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


 


“Designated
Sub-Servicing Agreement”: Any Sub-Servicing Agreement between a Designated Sub-Servicer and the applicable Master
Servicer.


 


“Designated
Trust Advisor Expenses”: Any Trust Advisor Expenses for which the Trust Advisor is indemnified under this Agreement
or for which any Non-Trust Trust Advisor is entitled to indemnification under the related Intercreditor Agreement and arise from
any legal action that is pending or threatened against the Trust Advisor or any Non-Trust Trust Advisor at the time of its discharge,
termination or resignation under this Agreement or the related Non-Trust Pooling and Servicing Agreement.


 


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


 


“Directly
Operate” or “Directly Operating”: With respect to
any Administered REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of
such Administered REO Property, the holding of such Administered REO Property primarily for sale or lease, the performance of
any construction work thereon or any use of such Administered REO Property in a trade or business conducted by the Trust other
than through an Independent Contractor; provided that the applicable Special Servicer shall not be considered to Directly
Operate an Administered REO Property solely because such Special Servicer establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such
Administered REO Property.


 


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


 


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


 



    	-34-



    	 



    




 


“Disqualified
Non-United States Tax Person”: With respect to any Class R Certificate, any Non-United States Tax Person
or agent thereof other than: (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes
of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R
Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated
by such Class R Certificate and intends to pay taxes associated with holding such Class R Certificate, and (c) has
furnished the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United
States Tax Person that has delivered to the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Class R Certificate to it is
in accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such
Class R Certificate will not be disregarded for United States federal income tax purposes.


 


“Disqualified
Organization”: Any of the following: (i) the United States or a possession thereof, any State or any political
subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation
if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of
either of the foregoing, (iii) any organization (except certain farmers’ cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described
in Section 1381 of the Code or (v) any other Person so designated by the Tax Administrator, based upon an Opinion of
Counsel delivered to the Tax Administrator (but not at the Tax Administrator’s expense) to the effect that the holding of
an Ownership Interest in a Class R Certificate by such Person may cause the Trust or any Person having an Ownership Interest
in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would
not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms
“United States”, “State” and “international organization” shall have the meanings set forth
in Section 7701 of the Code or successor provisions.


 


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


 


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


 



    	-35-



    	 



    

 


Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Distribution
Account”.


 


“Distribution
Date”: The fourth Business Day following the Determination Date in each month, commencing in October 2015.
The first Distribution Date shall be October 19, 2015.


 


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


 


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


 


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


 


“DTC”:
The Depository Trust Company.


 


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


 


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


 


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


 


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


 


“Eligible
Account”: Any of the following:


 


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


 


                                               (ii)         for so long as WFB serves as General
Master Servicer hereunder, an account maintained with WFB, a wholly-owned subsidiary of Wells Fargo & 


 



    	-36-



    	 



    

 


Co., provided
that such subsidiary’s (A) commercial paper, short-term unsecured debt obligations or other short-term deposits are
rated no less than “F-1” by Fitch (to the extent rated by Fitch) and “P-1” by Moody’s, if the deposits
are to be held in the account for thirty (30) days or less, or (B) long-term unsecured debt obligations are rated at least
“A” by Fitch (to the extent rated by Fitch) and “A2” by Moody’s, if the accounts are to be held
in the account for more than thirty (30) days;


 


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


 


                                               (iv)        in the case of Servicing Accounts
or Reserve Accounts with respect to NCB Mortgage Loans with respect to amounts posted with the lender for Escrow Payments, repairs,
replacements, capital improvements and/or environmental testing and remediation with respect to the related Mortgaged Property,
for ongoing or threatened litigation or for any unit maintenance or rent receivables or negative carry, any account maintained
with NCB (provided that, if such account is not otherwise an Eligible Account, NCB has a combined capital and surplus of
at least $40,000,000);


 


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


 


                                               (vi)        an
account that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would
be listed in clauses (i) – (iv) above that is the subject of a Rating Agency Confirmation from each
Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such
account.


 


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


 


“Environmental
Insurance Policy”: With respect to any Mortgaged Property securing a Serviced Mortgage Loan or any Administered
REO Property, any insurance policy 


 



    	-37-



    	 



    

 


covering pollution conditions and/or other environmental conditions that is maintained from
time to time in respect of such Mortgaged Property or Administered REO Property, as the case may be, for the benefit of, among
others, the Trustee on behalf of the Certificateholders.


 


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


 


“Escrow
Payment”: Any payment received by the applicable Master Servicer or the applicable Special Servicer for the account
of the Borrower under any Serviced Mortgage Loan or Serviced Loan Combination for application toward the payment of real estate
taxes, assessments, insurance premiums (including with respect to any Environmental Insurance Policy), ground rents (if applicable)
and similar items in respect of the related Mortgaged Property.


 


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


 


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


 


“Excess
Liquidation Proceeds Account”: The segregated account (or the sub-account of the Distribution Account) created
and maintained by the Certificate Administrator on behalf of the Trustee pursuant to Section 3.04(d) for the benefit
of the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor
Certificate Administrator], as Certificate Administrator on behalf of 


 



    	-38-



    	 



    

 


Wilmington Trust, National Association [or name of any successor
Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial
Mortgage Pass-Through Certificates, Series 2015-LC22, Excess Liquidation Proceeds Account”.


 


“Excess
Servicing Fee Rate”: (A) With respect to each NCB Mortgage Loan (and any successor REO Mortgage Loan with
respect thereto), a rate per annum equal to six (6) basis points. Such rate described in this clause (A) shall
be subject to reduction at any time following any resignation of the applicable Master Servicer pursuant to Section 6.04
(if no successor is appointed in accordance with Section 6.04(b)) or any termination of the applicable Master
Servicer pursuant to Section 7.01, to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements
of Section 7.02, and (B) with respect to each Mortgage Loan (other than the NCB Mortgage Loans) or Serviced Pari
Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), a rate per annum equal to zero (0) basis
points. If the Excess Servicing Fee Rate described in this clause (B) is a rate per annum that is greater than
zero (0) basis points, such rate shall be subject to reduction at any time following any resignation of the applicable Master
Servicer pursuant to Section 6.04 (if no successor is appointed in accordance with Section 6.04(b)) or
any termination of the applicable Master Servicer pursuant to Section 7.01, to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include
the Trustee) that meets the requirements of Section 7.02.


 


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


 


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


 


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


 


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


 


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


 



    	-39-



    	 



    




 


“Exchange
Proportion”: With respect to any exchange of Exchangeable Certificates pursuant to Section 5.09,
Class A-S, Class B and Class C Certificates with original Certificate Principal Balances (regardless of current
Certificate Principal Balance) that represent approximately 41.4%, 33.6% and 25.0%, respectively, of the aggregate original Certificate
Principal Balances of all Class A-S, B and C Certificates involved in the exchange.


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Subordinate Class Representative
or any Subordinate Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Loan. Immediately upon obtaining actual knowledge of any such Person becoming an “Excluded Controlling Class Holder”,
such Subordinate Class Representative or Subordinate Class Certificateholder, as applicable, shall provide notice in the form
of Exhibit K-3A hereto to the applicable Master Servicer, the applicable Special Servicer, the Trust Advisor, the Trustee
and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 12.05 of this Agreement
and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Loan. Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit
K-3B hereto, which notice shall provide each of the CTSLink User ID’s associated with such Excluded Controlling Class
Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as provided in this Agreement. For the avoidance of doubt, if a Person
is not an Excluded Controlling Class Holder, such Person also is not an Excluded Holder. For the avoidance of doubt, there are
no Excluded Controlling Class Holders related to this Trust as of the Closing Date.


 


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


 


“Excluded
Holder”: With respect to an Excluded Loan, either or each of the Majority Subordinate Certificateholder and/or the Subordinate
Class Representative, as applicable, in the event that such Person is a Borrower Party with respect to such Excluded Loan. For
the avoidance of doubt, whether the Majority Subordinate Certificateholder or the Subordinate Class Representative, as applicable,
is an Excluded Holder shall be determined individually based upon whether such Person is a Borrower Party, irrespective of whether
such other Person is an Excluded Holder. Immediately upon obtaining actual knowledge of either such Person becoming an “Excluded
Holder”, the Majority Subordinate Certificateholder or Subordinate Class Representative, as the case may be, shall provide
notice in the form of Exhibit K-3A hereto to the applicable Master Servicer, the applicable Special Servicer, the Trust
Advisor, the Trustee and the Certificate Administrator, which such notice shall be physically delivered and shall specifically
identify the Excluded Holder and the subject Mortgage Loan or 


 



    	-40-



    	 



    

 


Loan Combination, as applicable. Additionally, any Excluded Holder
shall also send the Certificate Administrator a notice substantially in the form of Exhibit K-3B hereto, which such notice
shall provide each of the CTSLink User ID’s associated with such Excluded Holder, and which such notice shall direct the
Certificate Administrator to restrict such Excluded Holder’s access to the Certificate Administrator’s Website as
provided in this Agreement. For the avoidance of doubt, any Excluded Holder is also an Excluded Controlling Class Holder. For
the avoidance of doubt, there are no Excluded Holders related to this Trust as of the Closing Date.


 


“Excluded
Information”: Information related exclusively to an Excluded Controlling Class Loan, which shall include the Asset Status
Reports, Final Asset Status Reports (or summaries thereof), any Trust Advisor reports to the Certificate Administrator regarding
a Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to
Section 3.28(d) and Section 3.28(e), and any Officer’s Certificates delivered by the applicable Master Servicer
or the applicable Special Servicer pursuant to Section 3.11(h) or Section 4.03(c) supporting a non-recoverability
determination, or such other information and reports designated as Excluded Information by the applicable Special Servicer, the
applicable Master Servicer or the Trust Advisor, as applicable. Each of the applicable Master Servicer, the applicable Special
Servicer, or the Trust Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance with Section
3.29(a) hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information
delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered
solely by such information being delivered in the manner provided in Section 3.29(a) hereof.


 


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


 


“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 6.05(g).


 


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


 



    	-41-



    	 



    




 


“Excluded
Special Servicer Loan”: Any Mortgage Loan or Serviced Loan Combination with respect to which, as of any date of determination,
the applicable Special Servicer is a Borrower Party.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-42-



    	 



    

 


respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the applicable Master Servicer
shall be entitled to rely on, and shall be required to follow, any such determination made pursuant to the related Non-Trust Pooling
and Servicing Agreement by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


“General
Special Servicer”: Rialto Capital Advisors, LLC, a Delaware limited liability company, or its successor-in-interest,
or any successor special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan,
if any, the related Excluded Special Servicer appointed pursuant to Section 6.05(g) of this Agreement, as applicable and
as the context may require).


 


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


 


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


 


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


 


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


 



    	-43-



    	 



    




 


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


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including those so
identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations now existing or
hereafter enacted, and specifically including asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”),
radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory”,
“usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing
definition.


 


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


 


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


 


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


 


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


 



    	-44-



    	 



    




 


“Independent
Contractor”: (a) Any Person that would be an “independent contractor” with respect to any REMIC Pool
within the meaning of Section 856(d)(3) of the Code if such REMIC Pool were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel,
which shall be at no expense to the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee or the
Trust, delivered to the Trustee), provided that (i) the Trust does not receive or derive any income from such Person
and (ii) the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury
Regulations Section 1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee of an Opinion of Counsel, which
shall be at no expense to the Trustee, the Certificate Administrator or the Trust, to the effect that the taking of any action
in respect of any Administered REO Property by such Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such Administered REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code, or cause any income realized in respect of such Administered
REO Property to fail to qualify as Rents from Real Property.


 


“Initial
Majority Subordinate Certificateholder”: Rialto CMBS VI, LLC, a Delaware limited liability company.


 


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


 


“Initial
Subordinate Class Representative”: Rialto CMBS VI, LLC, a Delaware limited liability company.


 


“Insolvency
Event”: With respect to any Person, an Insolvency Event shall be deemed to have occurred if (A) a decree
or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, administrator
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against such Person and such decree or order shall
have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days, (B) such Person shall consent
to the appointment of a conservator, receiver, liquidator, administrator or similar official in any bankruptcy, insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Person or of or relating to all or
substantially all of its property, or (C) such Person shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance
of the foregoing.


 


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


 



    	-45-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


“Interest
Distribution Amount”: With respect to any Class of Regular Certificates and any of the Class A-S Regular
Interest, Class B Regular Interest and Class C Regular Interest for any Distribution Date, an amount of interest equal
to the sum of (I) the amount of Accrued Certificate Interest in respect of such Class for the related Interest Accrual Period,
reduced (to not less than zero) by that portion, if any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution
Date allocated to such Class as provided below (such Accrued Certificate Interest, the “Unadjusted
Distributable Certificate Interest” for such Class and Distribution Date) and (II) any shortfall between the
amount described in clause (I) for any prior Distribution Date 


 



    	-46-



    	 



    

 


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


 


For
purposes of clause (I) above, the portion of the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution
Date shall be allocated to each Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C
and Class PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular
Interest in an amount equal to the product of (i) the amount of such Net Aggregate Prepayment Interest Shortfall and (ii) a
fraction, the numerator of which is the Accrued Certificate Interest for such Class for such Distribution Date and the denominator
of which is the aggregate amount of 


 



    	-47-



    	 



    

 


Accrued Certificate Interest for all Classes of Principal Balance Certificates (other than
the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest for such Distribution Date. No portion of any Net Aggregate Prepayment Interest
Shortfall for any Distribution Date shall be allocated to the Interest Only Certificates. Any Net Aggregate Prepayment Interest
Shortfall allocated to the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest for
any Distribution Date shall be allocated (i) in the case of the Class A-S Regular Interest, between the Class A-S
Certificates and Class A-S-PEX Component on such Distribution Date in accordance with the Class A-S Percentage Interest
for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively, (ii) in
the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX Component on such Distribution
Date in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest
for such Distribution Date, respectively and (iii) in the case of the Class C Regular Interest, between the Class C
Certificates and Class C-PEX Component on such Distribution Date in accordance with the Class C Percentage Interest
for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively.


 


“Interest
Only Certificates”: Collectively, the Class X-A, Class X-E, Class X-F and Class X-G Certificates.


 


“Interest
Reserve Account”: The segregated account (or sub-account of the Distribution Account) created and maintained
by the Certificate Administrator on behalf of the Trustee, pursuant to Section 3.04(c), for the benefit of the Certificateholders,
which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator],
as Certificate Administrator, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee,
for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through
Certificates, Series 2015-LC22, Interest Reserve Account”.


 


“Interest
Reserve Amount”: With respect to each Mortgage Loan that is an Interest Reserve Loan (or the related successor
REO Mortgage Loan), for any Distribution Date that occurs during February of any year or during January of any year that is not
a leap year, an amount equal to one day’s interest accrued at the related Net Mortgage Rate on the related Stated Principal
Balance as of the beginning of the Collection Period related to such Distribution Date, but prior to giving effect to the application
of any amounts due on the Due Date occurring in such Collection Period, to the extent that a Monthly Payment is Received by the
Trust with respect to such Interest Reserve Loan for the related Due Date in the same month as such Distribution Date on or before
the related Master Servicer Remittance Date or a P&I Advance is made under this Agreement with respect to such Interest Reserve
Loan by such Distribution Date. For purposes of calculating Interest Reserve Amounts, the Net Mortgage Rate for each Interest
Reserve Loan shall be the Net Mortgage Rate in effect (including as a result of any step-up provision) under the original terms
of such Interest Reserve Loan in effect as of the Closing Date, without regard to any modifications, extensions, waivers or amendments
of such Interest Reserve Loan subsequent to the Closing Date (whether entered into by the applicable Master Servicer, the applicable
Special Servicer, the Non-Trust Master Servicer or the Non-Trust 


 



    	-48-



    	 



    

 


Special Servicer or in connection with any bankruptcy, insolvency
or other similar proceeding involving the related Borrower).


 


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


 


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


 


“Interested
SLC Person”: With respect to a Serviced Loan Combination, an “Interested Person” as defined in the
related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Late
Collections”: (a) With respect to any Mortgage Loan or Serviced Loan Combination, all amounts Received by the
Trust thereon during any Collection Period, whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds
or otherwise, 


 



    	-49-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Liquidation
Event”: (a) With respect to any Mortgage Loan or Serviced Loan Combination, any of the following events: (i) such
Mortgage Loan or Serviced Loan Combination is paid in full, (ii) a Final Recovery Determination is made with respect to such
Mortgage Loan or Serviced Loan Combination, (iii) such Mortgage Loan is repurchased or replaced by a Responsible Repurchase
Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03, (iv) such Mortgage
Loan or Serviced Loan Combination is sold pursuant to Section 3.18, (v) such Mortgage Loan is purchased by any
Subordinate Class Certificateholder(s), either Master Servicer or either Special Servicer pursuant 


 



    	-50-



    	 



    

 


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


 


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


 


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


 


“Liquidation
Fee Rate”: With respect to each Specially Serviced Mortgage Loan or Administered REO Property as to which a Liquidation
Fee is payable, (a) 1.00% or (b) if such rate set forth in clause (a) above would result in an aggregate Liquidation
Fee less than $25,000, then the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate Liquidation
Fee equal to $25,000; in each case as calculated prior to the application of any Offsetting Modification Fees as contemplated
in Section 3.11(c).


 


“Liquidation
Proceeds”: All cash amounts (other than Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received
by the Trust in connection with: (i) the liquidation of a Mortgaged Property, REO Property or other collateral constituting
security for a Defaulted Mortgage Loan (including for these purposes any defaulted Non-Trust-Serviced Pooled Mortgage Loan), through
trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released
to the related Borrower in accordance with applicable law and/or the terms and conditions of the related Mortgage Note and Mortgage;
(ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the purchase of a Defaulted Mortgage
Loan by the applicable Special Servicer, the Majority Subordinate 


 



    	-51-



    	 



    

 


Certificateholder(s)
or any assignee of either of them pursuant to Section 3.18; (iv) the repurchase or replacement of a Mortgage
Loan or REO Property by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement as
contemplated by Section 2.03 of this Agreement; (v) the purchase of a Mortgage Loan or REO Property by
either Master Servicer, either Special Servicer and/or any Subordinate Class Certificateholder(s) pursuant to Section 9.01;
(vi) the acquisition of any Mortgage Loan or REO Property by the Sole Certificateholder(s) in exchange for all the
Certificates pursuant to Section 9.01; (vii) the payoff or purchase of a Mortgage Loan or REO Property by
the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage Loan default, if so
permitted and set forth in the related intercreditor agreement; (viii) the transfer of any Loss of Value Payments from
the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(h)(iii) of this
Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the
applicable Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value
Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable
as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller); or (ix) the purchase of a
Non-Trust-Serviced Pooled Mortgage Loan by any party pursuant to the related Non-Trust Pooling and Servicing Agreement and/or
the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


“Majority
Subordinate Certificateholder(s)”: Subject to Section 3.23(i), as of any date of determination, any
single Holder or Certificate Owner or group of Holders or Certificate Owners of Certificates representing a majority of the Voting
Rights allocated to the outstanding Class (if any) of Control-Eligible Certificates that (a) is the most subordinate (based on
the payment priorities set forth in Section 4.01(a)) outstanding such Class and (b)(i) during a Subordinate Control
Period, has a Class Principal Balance, as reduced by any Appraisal Reduction Amounts allocable thereto, that is not less than
25% of the initial Class Principal Balance of such Class, and (ii) during a Collective Consultation Period, has a Class Principal
Balance, without regard to any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the initial Class Principal
Balance of such Class.


 


For
purposes of the provisions of this Agreement that require any party hereto to deliver any information to the “Majority
Subordinate Certificateholder” as such, (i) all Persons that alone or together constitute the Majority Subordinate
Certificateholder(s) shall be deemed (by their receipt of such information) to have agreed to the confidentiality provisions
of Exhibit K-4 hereto (as if they had executed a confidentiality agreement in such form) with 


 



    	-52-



    	 



    

 


respect to such information, (ii) if multiple
Persons are the Majority Subordinate Certificateholder(s), then only one such Person shall be entitled to receive such information
at any one time, which Person shall be designated by the Majority Subordinate Certificateholder(s), and (iii) such information
need not be so delivered (notwithstanding the provision that otherwise requires such delivery) unless such Majority Subordinate
Certificateholder(s) have delivered to the party required to make such delivery a certification or other reasonable evidence of
their status as the Majority Subordinate Certificateholder(s) (upon which such party shall be entitled to rely), except that such
certification or evidence need not be delivered by the Initial Majority Subordinate Certificateholder, and notified such party
of the electronic or other address where the applicable information should be so delivered. Once a Majority Subordinate Certificateholder
has provided the information in clauses (i)-(iii) above, each of the parties to this Agreement shall be entitled to
conclusively rely on such information unless the Majority Subordinate Certificateholder or a successor Majority Subordinate Certificateholder
shall have (x) notified each other party to this Agreement, in writing, of a change of the Majority Subordinate Certificateholder
and (y) provided the information in clauses (i)-(iii) to each of the parties to this Agreement upon which each
party may conclusively rely.


 


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


 


“Master
Servicer Remittance Amount”: With respect to each Master Servicer and each Master Servicer Remittance Date,
an amount equal to (a) all amounts on deposit in such Master Servicer’s Collection Account as of 11:00 a.m., New York
City time, on such Master Servicer Remittance Date, net of (b) any portion of the amounts described in clause (a)
of this definition that represents one or more of the following: (i) collected Monthly Payments with respect to any
Mortgage Loan serviced by such Master Servicer that are due on a Due Date following the end of the related Collection Period,
(ii) to the extent not covered by clause (i) above, any payments of principal (including Principal
Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust with
respect to any Mortgage Loan or REO Property serviced by such Master Servicer after the end of the related Collection Period,
(iii) any Prepayment Premiums and/or Yield Maintenance Charges Received by the Trust with respect to any Mortgage Loan
or successor REO Mortgage Loan serviced by such Master Servicer with respect thereto after the end of the related Collection
Period, (iv) any Excess Liquidation Proceeds, (v) any amounts payable or reimbursable to any Person from such
Collection Account pursuant to clauses (ii) through (xxii) of Section 3.05(a)(I), and (vi) any
amounts deposited in such Collection Account in error; provided that the Master Servicer Remittance Amount with
respect to such Master Servicer for the Master Servicer Remittance Date that occurs in the same calendar month as the
anticipated Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii), (b)(iii)
and (b)(iv) of this definition.


 


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


 



    	-53-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


“Modification
Fees”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all fees with respect
to a modification, restructure, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage
Loan Documents (as evidenced by a signed writing) agreed to by the applicable Master Servicer or the applicable Special Servicer
(as applicable), other than any Assumption Fees, Assumption Application Fees, consent fees and any defeasance fee; provided
that (A) in connection with each modification, restructure, extension, waiver or amendment that constitutes a workout
of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related Borrower will be subject to a cap of 1%
of the outstanding principal balance of such Serviced Mortgage Loan or Serviced Loan Combination immediately after giving effect
to such transaction; (B) the preceding clause (A) shall be construed only as a limitation on the amount of Modification
Fees that may be collected in connection with each such transaction involving a Specially Serviced Mortgage Loan and not as a
limitation on the cumulative amount of Modification Fees that may 


 



    	-54-



    	 



    

 


be collected in connection with multiple such transactions involving
such Specially Serviced Mortgage Loan; and (C) for purposes of such preceding clauses (A) and (B), a Modification
Fee shall be deemed to have been collected in connection with a workout of a Specially Serviced Mortgage Loan if such fee arises
substantially in consideration of or otherwise in connection with such workout, whether the related Borrower must pay such fee
upon the consummation of such workout and/or on one or more subsequent dates.


 


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


 


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


 


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


 


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


 


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


 


“Moody’s”:
Moody’s Investors Service, Inc. or its successor-in-interest. If neither such rating agency nor any successor remains in
existence, “Moody’s” shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated
by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is 


 



    	-55-



    	 



    

 


an NRSRO that has been
regularly engaged in rating new issue commercial mortgage-backed securities transactions during the 12 months preceding the designation),
notice of which designation shall be given to the other parties hereto, and specific ratings of Moody’s herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating category”
(other than such references to “highest applicable rating category”) shall, in the case of Moody’s, be deemed
to refer to such applicable rating category of Moody’s, without regard to any plus or minus or other comparable rating qualification.


 


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


 


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


 


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


 


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


 


                                               (i)          (A) the original executed Mortgage Note, endorsed (either on the face thereof or pursuant to a separate allonge) “Pay to
the order of Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, without recourse, representation or warranty”
or in blank, and further showing a complete, unbroken chain of endorsement from the originator; or alternatively, if the original
executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note; and (B) in the
case of any Serviced Pari Passu Companion Loan, a copy of the executed mortgage note for such Serviced Pari Passu Companion Loan;


 


                                               (ii)         an original or a copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof prior
to the assignment to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable
recording office) with evidence of recording indicated thereon; provided that if the original or a copy of the Mortgage
cannot


 



    	-56-



    	 



    

 


be delivered with evidence
of recording thereon on or prior to the 90th day following the Closing Date because of a delay caused by the public recording
office where such original Mortgage has been delivered for recordation, or because the public recording office retains the original
or because such original Mortgage has been lost, there shall be delivered to the Custodian a true and correct copy of such Mortgage,
together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable
Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate
public recording official for recordation or (B) in the case of an original Mortgage that has been lost after recordation
or retained by the appropriate public recording office, a certification by the appropriate county recording office where such
Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;


 


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


 


                                              
(iv)        except in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, an original executed assignment, in recordable form (except for recording information not yet available
if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any
related Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National
Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through
Certificates, Series 2015-LC22”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor
of “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust
2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, and in its capacity as lead lender on behalf of any
Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of Mortgaged Property]” (or, in each case, a copy
thereof certified to be the copy of such assignment submitted or to be submitted for recording);


 


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


 


                                              
(vi)        except in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, an original assignment of any related Security Agreement (if such item is a document separate from the Mortgage)
executed by the most recent assignee of 


 



    	-57-



    	 



    

 


record thereof prior to the Trustee or, if none, by the originator, in favor of “Wilmington
Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial
Mortgage Pass-Through Certificates, Series 2015-LC22”, or, in the case of any Mortgage Loan included in a Serviced Loan
Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial
Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, and as lead lender on behalf of any
Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of Mortgaged Property]”, which assignment may be
included as part of the corresponding assignment of Mortgage referred to in clause (iv) above;


 


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


 


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


 


                                              
(ix)         (A) filed copies (with evidence
of filing) of any prior effective UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any
assignee prior to the Trustee (but only to the extent the related Mortgage Loan Seller had possession of such UCC Financing Statements
prior to the Closing Date) and (B) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment
thereof, in form suitable for filing, in favor of “Wilmington Trust, National Association, as Trustee for the registered
holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22”;
or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association,
as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates,
Series 2015-LC22, and as lead lender on behalf of any Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name
of Mortgaged Property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be
submitted for filing);


 


                                              
(x)         if a portion of the interest of
the Borrower in the related Mortgaged Property consists of a leasehold interest, the original or a copy of the Ground Lease or
Space Lease relating to such Mortgage Loan, together with a notice to 


 



    	-58-



    	 



    

 


the related lessor of the transfer of the Mortgage Loan
to the Trust or the Trustee on its behalf;


 


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


 


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


 


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


 


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


 


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


 


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


 


                                             
(xvii)      other than with respect to a
Mortgaged Property securing a Co-op Mortgage Loan, an original or a copy of any management agreement with respect to the related
Mortgaged Property;


 


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


 


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


 


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


 



    	-59-



    	 



    

 


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


 


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


 


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


 



    	-60-



    	 



    

 


or instrument referred to in such clauses need reflect any evidence of filing
or recordation in the name of such related Non-Trust Trustee or such trust established under the related Non-Trust Pooling and
Servicing Agreement.


 


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


 


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


 


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


 


“Mortgage
Loan Purchase Agreement”: Any of (i) the Mortgage Loan Purchase Agreement dated as of the Pricing Date,
between WFB, as seller, and the Depositor, as purchaser; (ii) the Mortgage Loan Purchase Agreement dated as of the Pricing
Date, between Rialto, as seller, and the Depositor, as purchaser; (iii) the Mortgage Loan Purchase Agreement dated as of
the Pricing Date, between LCF, as seller, LC Holdings, LC REIT, LC TRS, and the Depositor, as purchaser; and (iv) the Mortgage
Loan Purchase Agreement dated as of the Pricing Date, between NCB, as seller, and the Depositor, as purchaser.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-61-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


                                              
(xiii)      the Administrative Fee Rate;


 


                                              
(xiv)      the Due Date;


 


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


 


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


 


                                              
(xvii)     the related Borrower; and


 


                                              
(xviii)    the Master Servicing Fee Rate.


 


“Mortgage
Loan Sellers”: Collectively, WFB, Rialto, LCF and NCB.


 


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


 


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


 


“Mortgage
Rate”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage
Loan with respect thereto), the related 


 



    	-62-



    	 



    

 


annualized rate at which interest (including, in the case of an ARD Mortgage Loan after
its Anticipated Repayment Date, Post-ARD Additional Interest) is scheduled (in the absence of a default) to accrue on such Mortgage
Loan or Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and applicable law,
as such rate may be modified in accordance with Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer in accordance with the related Non-Trust
Pooling and Servicing Agreement) or in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower.
In the case of each ARD Mortgage Loan, the related Mortgage Rate shall increase in accordance with the related Mortgage Note if
such ARD Mortgage Loan is not paid in full on or before its Anticipated Repayment Date.


 


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


 


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


 


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


 


“NCB
Co-op Mortgage Loan”: An NCB Mortgage Loan that is a Co-op Mortgage Loan.


 


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


 


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


 


“NCB
Special Servicer”: NCB, or its successor-in-interest, or any successor special servicer appointed as provided
herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed
pursuant to Section 6.05(g) of this Agreement, as applicable and as the context may require).


 


“NCB
Subordinate Debt Conditions”: With respect to an NCB Co-op Mortgage Loan and any encumbrance of the related Mortgaged
Property with a subordinate mortgage, the following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate
mortgage loan, to be secured by such subordinate mortgage is made by NCB or any Affiliate thereof (ii) such subordinate mortgage
is expressly made in compliance with the underwriting standards which NCB customarily employs in connection with making subordinate
mortgages for its own mortgage loan portfolio, (iii) the aggregate outstanding principal balance of the NCB 


 



    	-63-



    	 



    

 


Co-op Mortgage
Loan, any other existing loans secured by a mortgage then encumbering the related Mortgaged Property and the proposed new subordinate
mortgage loan shall not exceed 40% of the Appraised Value of the related Mortgaged Property, (iv) NCB or any Affiliate thereof
that originates the subordinate mortgage loan, executes and delivers to the Trustee for inclusion in the Mortgage File an intercreditor
agreement and subordination agreement with respect to such subordinate mortgage in substantially the form of Exhibit Y
hereto or in such other form as shall be acceptable to the NCB Special Servicer and, during any Subordinate Control Period
or Collective Consultation Period, the Subordinate Class Representative (other than with respect to an Excluded Loan) (provided
that the Trustee shall have no responsibility for determining the sufficiency or validity thereof), (v) if the subordinate
mortgage loan will not be a fully amortizing loan, the stated maturity date of the subordinate mortgage loan shall be no earlier
than the maturity date of the related NCB Co-op Mortgage Loan, (vi) the subordinate mortgage loan is made principally for
the purpose of funding capital expenditures, major repairs or reserves at or with respect to the Mortgaged Property in question,
(vii) NCB or any Affiliate thereof that originates the subordinate mortgage loan receives borrower legal opinions as to authority
and enforceability customarily required of borrowers in connection with the origination of similar mortgage loans; and (viii) the
aggregate amount of subordinate debt encumbering the Mortgaged Property in question (including the proposed new subordinate mortgage
debt and any other existing loans secured by a mortgage then encumbering the related Mortgaged Property, but excluding the Mortgage
Loan in question) does not exceed $7,500,000.


 


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


 


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


 


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


 



    	-64-



    	 



    




 


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


 


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


 


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


 


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


 



    	-65-



    	 



    




 


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


 


“Non-Serviced
Companion Loan Holder”: The holder of the promissory note evidencing any Non-Serviced Pari Passu Companion Loan.


 


“Non-Serviced
Loan Combination”: Any mortgage loan not serviced under this Agreement that is divided into one or more notes,
which includes a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in
the Trust. References herein to a Non-Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under
the related notes. The Somerset Park Apartments Loan Combination shall be a Non-Serviced Loan Combination.


 


“Non-Serviced
Pari Passu Companion Loan”: With respect to each Non-Serviced Loan Combination, if any, a mortgage loan not included
in the Trust that is generally payable on a pari passu basis with the related Non-Trust-Serviced Pooled Mortgage Loan.
Each Somerset Park Apartments Pari Passu Companion Loan shall be a Non-Serviced Pari Passu Companion Loan.


 


“Non-Trust
Certificate Administrator”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the certificate
administrator under the related Non-Trust Pooling and Servicing Agreement. The certificate administrator (if any) under the Non-Trust
Pooling and Servicing Agreement relating to the Somerset Park Apartments Mortgage Loan shall be a Non-Trust Certificate Administrator.


 


“Non-Trust
Custodian”: With respect to each Non-Trust-Serviced-Pooled Mortgage Loan, if any, the custodian under the related
Non-Trust Pooling and Servicing Agreement. The custodian (if any) under the Non-Trust Pooling and Servicing Agreement relating
to the Somerset Park Apartments Mortgage Loan shall be a Non-Trust Custodian.


 


“Non-Trust
Depositor”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the depositor under the related
Non-Trust Pooling and Servicing Agreement. The depositor under the Non-Trust Pooling and Servicing Agreement relating to the Somerset
Park Apartments Mortgage Loan shall be a Non-Trust Depositor.


 


“Non-Trust
Master Servicer”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the master servicer under
the related Non-Trust Pooling and Servicing Agreement. The master servicer under the Non-Trust Pooling and Servicing Agreement
relating to the Somerset Park Apartments Mortgage Loan shall be a Non-Trust Master Servicer.


 


“Non-Trust
Paying Agent”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the paying agent under the
related Non-Trust Pooling and Servicing Agreement. The paying agent (if any) under the Non-Trust Pooling and Servicing Agreement
relating to the Somerset Park Apartments Mortgage Loan shall be a Non-Trust Paying Agent.


 


“Non-Trust
Pooling and Servicing Agreement”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the separate
agreement pursuant to which 


 



    	-66-



    	 



    

 


such Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Serviced Pari Passu Companion Loans
are (or, if applicable, any related REO Property is) to be principally serviced and administered. The WFCM 2015-C30 Pooling and
Servicing Agreement pursuant to which the Somerset Park Apartments Loan Combination is serviced shall be a Non-Trust Pooling and
Servicing Agreement.


 


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


 


“Non-Trust
Special Servicer”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the special servicer
under the related Non-Trust Pooling and Servicing Agreement. The special servicer under the Non-Trust Pooling and Servicing Agreement
relating to the Somerset Park Apartments Mortgage Loan shall be a Non-Trust Special Servicer.


 


“Non-Trust
Subordinate Class Representative”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the
“Subordinate Class Representative” (or other similar term) as defined under the related Non-Trust Pooling and Servicing
Agreement. The “Subordinate Class Representative” (or other similar term) under the Non-Trust Pooling and Servicing
Agreement relating to the Somerset Park Apartments Mortgage Loan shall be a Non-Trust Subordinate Class Representative.


 


“Non-Trust
Tax Administrator”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the tax administrator
under the related Non-Trust Pooling and Servicing Agreement. The tax administrator (if any) under the Non-Trust Pooling and Servicing
Agreement relating to the Somerset Park Apartments Mortgage Loan shall be a Non-Trust Tax Administrator.


 


“Non-Trust
Trust Advisor”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the trust advisor under
the related Non-Trust Pooling and Servicing Agreement. The trust advisor or operating advisor, as applicable, under the Non-Trust
Pooling and Servicing Agreement relating to the Somerset Park Apartments Mortgage Loan shall be a Non-Trust Trust Advisor.


 


“Non-Trust
Trustee”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the trustee under the related
Non-Trust Pooling and Servicing Agreement. The trustee under the Non-Trust Pooling and Servicing Agreement relating to the Somerset
Park Apartments Mortgage Loan shall be a Non-Trust Trustee.


 


“Non-Trust-Serviced
Pooled Mortgage Loan”: Any Mortgage Loan that is primarily serviced and administered under the pooling and servicing
agreement for another commercial mortgage securitization trust. The Somerset Park Apartments Mortgage Loan shall be a Non-Trust-Serviced
Pooled Mortgage Loan.


 


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


 



    	-67-



    	 



    




 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance (including any Unliquidated Advance that constitutes a Nonrecoverable
P&I Advance) or Nonrecoverable Servicing Advance (including any Unliquidated Advance that constitutes a Nonrecoverable Servicing
Advance). Workout-Delayed Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination
in accordance with the procedures specified herein, and taking into account factors such as all other outstanding Advances, either
(a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections,
Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such
Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries
from guarantors), or (b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed
Reimbursement Amounts (that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances,
would not be ultimately recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.
The determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any
Non-Trust-Serviced Pooled Mortgage Loan shall be made by the related Non-Trust Master Servicer or Non-Trust Special Servicer,
as the case may be, pursuant to the related Non-Trust Pooling and Servicing Agreement, and any such determination so made shall
be conclusive and binding upon the Trust and the Certificateholders.


 


“Nonrecoverable
P&I Advance”: As evidenced by the Officer’s Certificate and supporting documentation contemplated by
Section 4.03(c), any P&I Advance, or any Unliquidated Advance in respect of a prior P&I Advance, previously
made and any P&I Advance contemplated to be made in respect of any Mortgage Loan or related successor REO Mortgage Loan that,
as determined by the applicable Master Servicer or, if applicable, by the Trustee, or by the applicable Special Servicer pursuant
to the second paragraph of Section 4.03(c), subject to the Servicing Standard, or, with respect to the Trustee, in
its reasonable, good faith judgment, will not be ultimately recoverable, or in fact was not ultimately recovered, from Late Collections,
Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such
Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries
from guarantors). In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account
the cross-collateralization of the related Cross-Collateralized Group.


 


“Nonrecoverable
Servicing Advance”: As evidenced by the Officer’s Certificate and supporting documentation contemplated
by Section 3.11(h), any Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing Advance, previously
made, and any Servicing Advance proposed to be made, in respect of any Serviced Mortgage Loan, Serviced Loan Combination or Administered
REO Property that, as determined by the applicable Master Servicer or, if applicable or the Trustee, or by the applicable Special
Servicer pursuant to Section 3.11, subject to the Servicing Standard, or, with respect to the Trustee, in its reasonable,
good faith judgment, will not be ultimately recoverable, or in fact was not ultimately recovered, 


 



    	-68-



    	 



    

 


from Late Collections, Default
Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Serviced
Mortgage Loan, Serviced Loan Combination or such Administered REO Property (without giving effect to potential recoveries on deficiency
judgments or recoveries from guarantors). In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination
shall take into account the cross-collateralization of the related Cross-Collateralized Group.


 


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


 


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


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the applicable Master Servicer or the applicable
Special Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as the case may be, or, with respect
to any other Person, a certificate signed by any of the Chairman of the Board, the Vice Chairman of the Board, the President,
any Vice President, Director or Managing Director, an Assistant Vice President or any other authorized officer (however denominated)
or another officer customarily performing functions similar to those performed by any of the above designated officers or, with
respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject.


 


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


 


                                               (i)          such Modification Fees were earned and collected by the applicable Special Servicer either (A) in connection with the workout
or liquidation (including partial liquidation) of the Specially Serviced Mortgage Loan or REO Mortgage Loan (other than any Non-Trust-Serviced
Pooled Mortgage Loan) as to which such Workout Fee or Liquidation Fee became payable or (B) in connection with the immediately
prior workout of such


 



    	-69-



    	 



    

 


Mortgage Loan or Serviced Loan Combination while it was previously a Specially Serviced Mortgage Loan, provided that
(in the case of this clause (B)) the Servicing Transfer Event that resulted in it again becoming a Specially Serviced Mortgage
Loan occurred within twelve (12) months following the consummation of such prior workout and provided, further,
that there shall be deducted from the Offsetting Modification Fees otherwise described in this clause (i) an amount
equal to that portion of such Modification Fees that were previously applied to actually reduce the payment of a Workout Fee or
Liquidation Fee; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-70-



    	 



    


 



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


 


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


 


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


 


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


 


“P&I
Advance”: With respect to any Mortgage Loan or REO Mortgage Loan (including a Non-Trust-Serviced Pooled Mortgage Loan
or any successor REO Mortgage Loan thereto), any advance made by the applicable Master Servicer or the Trustee pursuant to Section 4.03.


 


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


 


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


 


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


 


“Pari
Passu Mortgage Loan”: A Mortgage Loan included in a Loan Combination that is pari passu in right of payment to
the related Pari Passu Companion Loan. The Pari Passu Mortgage Loans are the 40 Wall Street Mortgage Loan and the Somerset Park
Apartments Mortgage Loan.


 


“Pari
Passu Primary Servicing Fee Rate”: With respect to (A) the 40 Wall Street Mortgage Loan, a rate equal to 0.0025%
(0.25 basis points) per annum, and (B) the Somerset Park Apartments Mortgage Loan, a rate equal to 0.01% (1.0 basis
point) per annum.


 


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


 


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




 


	Class

        	Pass-Through
                                         Rate

       
	Class
    A-1	1.6390%
    per annum
	Class
    A-2	2.9950%
    per annum
	Class
    A-3	3.5720%
    per annum
	Class
    A-4	3.8390%
    per annum



 






    	-71-



    	 



    

 


	Class
    A-SB	3.5710%
    per annum
	Class
    E	3.3560%
    per annum
	Class
    F	3.3560%
    per annum
	Class
    G	3.3560%
    per annum


 


(b)     with
respect to each of the Class A-S Certificates, the Class A-S-PEX Component and the Class A-S Regular Interest,
an annual rate equal to the lesser of (i) 4.2070% per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II
Regular Interest A-S for the subject Interest Accrual Period (the Class A-S Regular Interest will be uncertificated and will
be transferred to the Trust Fund on the Closing Date, and the Trust will issue the Class A-S Certificates and the Class A-S-PEX
Component in exchange therefor);


 


(c)     with
respect to each of the Class B Certificates, the Class B-PEX Component and the Class B Regular Interest, an annual
rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest B for the subject Interest Accrual
Period;


 


(d)     with
respect to each of the Class C Certificates, the Class C-PEX Component and the Class C Regular Interest, an annual
rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest C for the subject Interest Accrual
Period;


 


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


 


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


 


(g)     with
respect to the Class X-E Certificates, the Class X-E Strip Rate for such Interest Accrual Period;


 


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


 


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


 


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


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 



    	-72-



    	 



    




 


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


 


“Performance
Certification”: As defined in Section 11.09.


 


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


 


“Performing
Party”: As defined in Section 11.15.


 


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


 


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


 


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


 


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


 


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


 






    	-73-



    	 



    

 


“A1”
by Moody’s (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency and Morningstar), (3) in the case of such investments with maturities of six months or less, but more than
three months, the short term obligations of the applicable repurchase agreement counterparty are rated in the highest short term
rating category by each Rating Agency and the long term obligations of which counterparty are rated at least “Aa3”
by Moody’s (or, in the case of such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by
such Rating Agency and Morningstar), and (4) in the case of such investments with maturities of more than six months, the short
term obligations of the applicable repurchase agreement counterparty are rated in the highest short term rating category by each
Rating Agency and the long term obligations of which counterparty are rated “Aaa” by Moody’s (or, in the case
of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);


 


(iii)     federal
funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any
bank or trust company organized under the laws of the United States or any state thereof, (1) in the case of such investments
with maturities of 30 days or less, (x) the short term obligations of which bank or trust company are rated in the highest short
term rating category by Fitch and (y) the short term obligations of which bank or trust company are rated in the highest short
term rating category by Moody’s or the long term obligations of which bank or trust company are rated at least “A2”
by Moody’s, (2) in the case of such investments with maturities of three months or less, but more than 30 days, the short
term obligations of which bank or trust company are rated in the highest short term rating category by each Rating Agency and
the long term obligations of which bank or trust company are rated at least “A1” by Moody’s, (3) in the case
of such investments with maturities of six months or less, but more than three months, the short term obligations of which bank
or trust company are rated in the highest short term rating category by each Rating Agency and the long term obligations of which
bank or trust company are rated at least “Aa3” by Moody’s and (4) in the case of such investments with maturities
of more than six months, the short term obligations of which bank or trust company are rated in the highest short term rating
category by each Rating Agency and the long term obligations of which bank or trust company are rated “Aaa” by Moody’s
(or, in the case of any such Rating Agency as set forth in subclauses (1) – (4) above, such lower rating as is the
subject of a Rating Agency Confirmation by such Rating Agency);


 


(iv)     commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to
any withholding imposed by any non-United States jurisdiction), provided that (x) such commercial paper carries a
short-term rating by Fitch of “F1” or better, unless such commercial paper is for a term of more than 30 days, in
which case such


 






    	-74-



    	 



    

 


commercial
paper carries either (i) a short-term rating of “F1+” or (ii) a short-term rating of “F1” and
a long-term rating of “AA-” or better and (y) (i) if maturing in three months or less, such commercial paper
carries either a short-term rating of “P1” by Moody’s or a long-term rating of “A2” or better by
Moody’s, (ii) if maturing in six months or less but more than three months, such commercial paper carries a short-term
rating of “P1” by Moody’s and a long-term rating of “Aa3” or better by Moody’s and (iii) if
maturing in longer than six months, such commercial paper carries a short-term rating of “P1” by Moody’s and
a long-term rating of “Aaa” by Moody’s (provided, however, that (A) in the case of investments
of funds in a Servicing Account, with respect to the required Moody’s rating under subclause (y), the subject
corporation need only have a short-term rating of at least “P-1” from Moody’s, and (B) in the case of any
such Rating Agency as set forth in subclauses (x) – (y) above, the subject corporation need only have such lower
rating as is the subject of a Rating Agency Confirmation by such Rating Agency);


 


(v)     (1)
units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset
value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Advantage Heritage Money Market Fund) so long as any such fund is rated in the highest category by (A) Moody’s (or, if not
rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in a Rating Agency Confirmation) and (B) Fitch (or,
if not rated by Fitch, an equivalent rating (or higher) by at least two (2) NRSROs (which may include the Rating Agencies) or
otherwise acceptable to such Rating Agency and Morningstar, in any such case, as confirmed in a Rating Agency Confirmation) and
(2) units of any money market fund that (A) has substantially all of its assets invested continuously in the types of
investments referred to in clause (i) above, (B) has net assets of not less than $5,000,000,000 and (C) has
the highest rating obtainable from S&P, Moody’s and Fitch;


 


(vi)     an
obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause,
would be listed in clauses (ii) – (v) above, and is the subject of a Rating Agency Confirmation from Morningstar
and each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such
obligation or security; and


 


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


 


provided
that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with
respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the obligations,
(B) be purchased at a price greater than par if such investment may be prepaid or called at a price less than its purchase
price prior to stated maturity, (C) be sold prior to stated maturity if such sale would result in a loss of principal


 






    	-75-



    	 



    

 


on
the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r”
highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described
hereunder must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original
maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a
Permitted Investment described in clause (v) of this definition, a fixed interest rate or an interest rate that is
tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided,
further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the
REMIC Provisions).


 


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


 


“Permitted
Transferee”: Any Transferee of a Class R Certificate other than (a) a Disqualified Organization, (b) a Disqualified
Non-United States Tax Person, (c) a Disqualified Partnership, (d) a foreign permanent establishment or fixed base (within
the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United States Tax
Person or (e) any other Person so designated by the Tax Administrator who is unable to provide an Opinion of Counsel at the
expense of such Person or the Person seeking to Transfer a Class R Certificate, that the Transfer of a Class R Certificate
will not cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding.


 


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


 


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


 


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


 


“Post-ARD
Additional Interest”: With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, all interest accrued
on the principal balance of such ARD Mortgage Loan at the Post-ARD Additional Interest Rate (the payment of which interest shall,
under the terms of such ARD Mortgage Loan, be deferred until the principal balance of such ARD Mortgage Loan and all other interest
thereon has been paid in full), together with all interest, if any, accrued at the related Mortgage Rate on such deferred interest.


 



    	-76-



    	 



    




 


“Post-ARD
Additional Interest Rate”: With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, the incremental
increase in the Mortgage Rate for such ARD Mortgage Loan resulting from the passage of such Anticipated Repayment Date.


 


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


 


“Prepayment
Interest Excess”: With respect to any Mortgage Loan (including any Non-Trust-Serviced Pooled Mortgage Loan) that was
subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation
Proceeds, any other early recovery of principal received) after the Due Date for such Mortgage Loan in any Collection Period,
any payment of interest (net of related Master Servicing Fees (and, in the case of any Non-Trust-Serviced Pooled Mortgage Loan,
net of interest accrued at a rate equal to the sum of (A) the applicable Pari Passu Primary Servicing Fee Rate and (B) the
rate per annum at which the fee, if any, payable to the applicable Non-Trust Trust Advisor accrues) and, further, net of
any portion of such interest that represents Default Charges or Post-ARD Additional Interest) actually Received by the Trust and
collected from the related Borrower or out of such Insurance Proceeds or Condemnation Proceeds, as the case may be, and intended
to cover the period from and after such Due Date to, but not including, the date of prepayment (exclusive, for the avoidance of
doubt, of any related Prepayment Premium or Yield Maintenance Charge that may have been collected).


 


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


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a Borrower in connection with a Principal Prepayment on, or other early collection
of principal of, such Mortgage Loan or any successor REO Mortgage Loan with


 






    	-77-



    	 



    

 


respect
thereto (including any payoff of a Mortgage Loan by a mezzanine lender on behalf of the subject Borrower if and as set forth in
the related intercreditor agreement).


 


“Pricing
Date”: September 15, 2015.


 


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


 


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


 


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


 


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


 


(I)     the
sum of:


 


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


 


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


 


(ii)     the
aggregate of the principal portions of all Monthly Payments due in respect of the Mortgage Loans for their


 






    	-78-



    	 



    

 


respective
Due Dates occurring in the month in which such Distribution Date occurs, that were Received by the Trust (other than as part of
a Principal Prepayment) prior to the related Collection Period,


 


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


 


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


 


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


 


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


 


(C)     the
aggregate amount of any collections received on or in respect of the Mortgage Loans during the related Collection Period that,
in


 






    	-79-



    	 



    

 


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


 


(II)         the
sum of:


 


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


 


(B)     with
respect to each Mortgage Loan (1) with respect to which Insurance Proceeds, Condemnation Proceeds and/or Liquidation Proceeds
were received during the related Collection Period or (2) that was otherwise liquidated, including at a discount, during
such Collection Period, the aggregate amount of Liquidation Fees and Workout Fees paid with respect to such Mortgage Loan from
a source other than Default Charges during such Collection Period, provided that, in the case of any individual Mortgage
Loan, the deduction in respect of such Liquidation Fees and Workout Fees under this clause (II)(B) shall not exceed
the amounts described in clauses (I)(A)(i) through (I)(A)(v) that are attributable to such Mortgage Loan; and


 


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


 


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


 


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


 



    	-80-



    	 



    




 


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


 


“Private
Placement Memorandum”: The final Private Placement Memorandum dated September 16, 2015, relating to certain classes
of the Non-Registered Certificates delivered by the Depositor to WFS, DBSI and Morgan Stanley as of the Closing Date.


 


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


 


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


 


“Privileged
Person”: Any of (i) the Depositor or its designee, (ii) each Underwriter, (iii) the Trustee, (iv) the
Certificate Administrator, (v) each Master Servicer, (vi) each Special Servicer, (vii) the Excluded Special Servicer,
if any, (viii) the Trust Advisor, (ix) any Mortgage Loan Seller, (x) the Non-Trust Master Servicer, (xi) any
Person who certifies to the Certificate Administrator substantially in the form of Exhibit K-1A, Exhibit K-1B,
Exhibit K-2A or Exhibit K-2B hereto, as applicable (which form shall also be located on, and may be submitted
electronically via, the Certificate Administrator’s Website), that such Person is a Certificateholder, a Certificate Owner
or a prospective purchaser of a Certificate or any interest therein, and agrees to be bound by the confidentiality provisions
contained therein, that such Person is the Subordinate Class Representative or a Subordinate Class Certificateholder and is not
an Excluded Controlling Class Holder, or that such Person is the Subordinate Class Representative or a Subordinate Class Certificateholder
and is an Excluded Controlling Class Holder, as applicable, (xii) any Serviced Pari Passu Companion Loan Holder that delivers
a certification to the Certificate Administrator in the form of Exhibit H hereto, (xiii) after an Other Securitization,
the Other Master Servicer and (xiv) each Rating Agency and each NRSRO that has submitted an NRSRO Certification to the Certificate
Administrator (which NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website); provided,
however, that, with respect to a Borrower Party other than a Borrower Party that is a Special Servicer, such Borrower Parties
(including Excluded Controlling Class Holders) and their Affiliates will not be entitled to receive Excluded Information to which
Privileged Persons are generally entitled to the extent provided in this Agreement. For purposes of obtaining information or access
to the Certificate Administrator’s Website, (i) to the extent that the Subordinate Class Representative or any Subordinate
Class Certificateholder is an Excluded Controlling Class Holder in respect of any Excluded Controlling Class Loan, such Person
shall


 






    	-81-



    	 



    

 


be
prohibited from obtaining any Excluded Information in respect of such Excluded Controlling Class Loan, and (ii) to the extent
that a Borrower Party is not the Subordinate Class Representative or a Subordinate Class Certificateholder, such person will only
be entitled to receive the Distribution Date Statements and such other documents as such Person is entitled to under Section
8.12(f). The Certificate Administrator may require that investor certifications be re-submitted from time to time in accordance
with its policies and procedures and shall restrict access to the Certificate Administrator’s Website to a mezzanine lender
upon notice from a Special Servicer pursuant to this Agreement in the form of Exhibit K-5 hereto (or such other form
as mutually agreed to by the Certificate Administrator and the applicable Special Servicer) stating that such mezzanine lender
has accelerated the related mezzanine loan or commenced foreclosure proceedings against the equity collateral pledged to secure
the related mezzanine loan.


 


Notwithstanding
anything to the contrary in this Agreement, if a Special Servicer is a Borrower Party, such Special Servicer shall nevertheless
be a Privileged Person; provided that such Special Servicer (i) shall not view or otherwise retrieve any Excluded
Special Servicer Information specific to the related Excluded Special Servicer Loan, (ii) shall not directly or indirectly provide
any information related to the related Excluded Special Servicer Loan to the related Borrower or (A) any of such Special
Servicer’s employees or personnel or any Affiliate involved in the management of any investment in the related Borrower
or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower, and (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 any Master Servicer or the Certificate Administrator to
restrict such Special Servicer’s access to any information on any Master Servicer’s website or the Certificate Administrator’s
Website and in no case shall any Master Servicer or the Certificate Administrator be held liable if such Special Servicer accesses
any Excluded Special Servicer Information relating to Excluded Special Servicer Loans.


 


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


 


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


 


“Prospectus
Supplement”: That certain prospectus supplement dated September 16, 2015, relating to the Registered Certificates,
that is a supplement to the Base Prospectus.


 






    	-82-



    	 



    

 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“PTE”:
Prohibited Transaction Exemption.


 


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


 


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


 






    	-83-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Qualified
Replacement Special Servicer”: A Person as to which all the following conditions are satisfied at the relevant date
of determination: (A)(i) all the representations and warranties set forth in Section 2.06 are true and accurate as
applied to such Person (other than any change in the entity type or the state or jurisdiction of formation), (ii) there is
no event or circumstances that constitutes, or would constitute, but for notice or the passage of time, a Servicer Termination
Event with respect to such Person under this Agreement, (iii) such Person is not the Trust Advisor or an Affiliate of the
Trust Advisor and there exists no agreement as a result of which, whether or not subject to any condition or contingency, such
Person would become an Affiliate of the Trust Advisor or merge or be consolidated with or into the Trust Advisor (regardless of
the identity of the surviving Person) or succeed to any portion of the business of the Trust Advisor that includes the Trust Advisor’s
rights or duties under this Agreement, (iv) neither such Person nor any Affiliate of such Person is obligated, whether by
agreement or otherwise, and whether or not subject to any condition or contingency, to pay any fee to, or otherwise compensate
or grant monetary or other consideration to, the Trust Advisor or any Affiliate thereof in connection with this Agreement, (x) in
connection with the special servicing obligations that such Person would assume under this Agreement or the performance thereof
or (y) in connection with the appointment of such Person as, or any recommendation by the Trust Advisor for such Person to
become, the successor Special Servicer, (v) such Person is not entitled to receive any compensation from the Trust Advisor
in connection with its activities under this Agreement and (vi) such Person is not entitled to receive from the Trust Advisor
or any Affiliate thereof any fee in connection with the appointment of such Person as successor Special Servicer, unless, in the
case of each of the foregoing clauses (i) through (vi), the appointment of such Person as successor Special Servicer
has been expressly approved by 100% of the Certificateholders; (B) such Person is not a Prohibited Party and has not been
terminated in the capacity of Master Servicer or Special Servicer hereunder in whole or in part as a result of a Servicer Termination
Event under Section 7.01(a)(xii), unless the appointment of such Person as successor Special Servicer has been expressly
approved by Depositor acting in its reasonable discretion; and (C) such Person satisfies any minimum criteria set forth in
any Intercreditor Agreement relating to a Serviced Loan Combination to be serviced and administered (if necessary) by such Person.


 






    	-84-



    	 



    

 


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


 






    	-85-



    	 



    

 


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


 


“Rated
Final Distribution Date”: With respect to each Class of Rated Certificates, the Distribution Date in September 2058.


 


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


 


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


 


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


 


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


 


“Realized
Loss”: With respect to:


 


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


 






    	-86-



    	 



    

 


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


 


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


 


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


 


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


 






    	-87-



    	 



    

 


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


 


“Realized
Loss Template”: With respect to each Collection Period, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to
time on the CREFC® Website. The Realized Loss Template shall be in Excel format or such other format as is reasonably acceptable
to the Master Servicers, the Trustee, the Certificate Administrator and the Subordinate Class Representative.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-88-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-89-



    	 



    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“REMIC
Provisions”: The provisions of the federal income tax law relating to real estate mortgage investment conduits, which
appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and proposed, temporary
and final Treasury regulations and any published rulings, notices and announcements promulgated thereunder, as the foregoing may
be in effect from time to time.


 


“REMIC
Sub-Account”: As defined in Section 3.04(b).


 






    	-90-



    	 



    

 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage
Loans other than the NCB Mortgage Loans, the General Special Servicer, pursuant to and for the benefit of the Persons specified
in Section 3.16(b), which shall be titled “Rialto Capital Advisors, LLC [or the name of any successor Special
Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee], as
Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through
Certificates, Series 2015-LC22, and if the account is established for the deposit of funds received in respect of one or more
REO Properties related to any Serviced Loan Combination, “Rialto Capital Advisors, LLC [or the name of any successor Special
Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee], as
Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through
Certificates, Series 2015-LC22 and the owners of any Serviced Pari Passu Companion Loan, as their interests may appear, REO Account”
and (b) with respect to the NCB Mortgage Loans, the NCB Special Servicer, pursuant to and for the benefit of the Persons
specified in Section 3.16(b), which shall be titled “National Cooperative Bank, N.A. [or the name of any successor
Special Servicer], as Special Servicer, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee],
as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage
Pass-Through Certificates, Series 2015-LC22”.


 


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


 


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


 


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


 


“REO
Mortgage Loan”: The successor mortgage loan to a Mortgage Loan or Serviced Loan Combination (including those deemed
to be outstanding with respect to a Non-Trust-Serviced Pooled Mortgage Loan or a Serviced Pari Passu Companion Loan), which successor
mortgage loan is deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Mortgage Loan shall
be deemed to provide for monthly payments of principal and/or interest equal to its Assumed Monthly Payment and otherwise to have
the same terms and conditions as its predecessor mortgage loan (such terms and conditions to be applied without regard to the
default on such predecessor mortgage loan and the acquisition of the related REO Property on behalf of the Trust or, if applicable,
in the case of any REO Property related to any Serviced Loan Combination, on behalf of the Trust and the respective holders of
the related Serviced Pari Passu Companion Loan). Each REO Mortgage Loan shall be deemed to have an initial unpaid principal balance
and Stated Principal Balance equal to the unpaid


 






    	-91-



    	 



    

 


principal
balance and Stated Principal Balance, respectively, of its predecessor mortgage loan as of the date of the related REO Acquisition.
All Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage Loan delinquent
in respect of its Balloon Payment) and other amounts due and owing, or deemed to be due and owing, in respect of the predecessor
mortgage loan as of the date of the related REO Acquisition, shall be deemed to continue to be due and owing in respect of an
REO Mortgage Loan. In addition, all amounts payable or reimbursable to the applicable Master Servicer, the applicable Special
Servicer, the Trust Advisor or the Trustee in respect of the predecessor mortgage loan as of the date of the related REO Acquisition,
including any unpaid or unreimbursed Master Servicing Fees, Special Servicing Fees and Advances (together with Unliquidated Advances
in respect of prior Advances), together with any related unpaid Advance Interest on such Advances (other than Unliquidated Advances),
Trust Advisor Ongoing Fees and Trust Advisor Expenses, shall continue to be payable or reimbursable in the same priority and manner
pursuant to Section 3.05(a) to the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Trust
Advisor or the Trust, as the case may be, in respect of an REO Mortgage Loan.


 


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


 


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


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.10.


 


“Reporting
Requirements”: As defined in Section 11.15.


 


“Reporting
Servicer”: As defined in Section 11.13.


 


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


 






    	-92-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-93-



    	 



    

 


“Reserve
Funds”: With respect to any Mortgage Loan or Serviced Loan Combination, any amounts delivered by the related Borrower
to be held in escrow by or on behalf of the mortgagee representing: (i) reserves for repairs, replacements, capital improvements
and/or environmental testing and remediation with respect to the related Mortgaged Property, for ongoing or threatened litigation
or, with respect to any residential cooperative Mortgaged Property, for any unit maintenance or rent receivables or negative carry;
(ii) reserves for tenant improvements and leasing commissions; (iii) reserves for debt service; or (iv) amounts
to be applied as a Principal Prepayment on such Mortgage Loan or Serviced Loan Combination or held as Additional Collateral if
certain leasing or other economic criteria in respect of the related Mortgaged Property are not met.


 


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


 


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


 


“Responsible
Repurchase Party”: (i) With respect to each Mortgage Loan transferred to the Depositor by WFB, WFB; (ii) with
respect to each Mortgage Loan transferred to the Depositor by Rialto, Rialto; (iii) with respect to each Mortgage Loan transferred
to the Depositor by LCF, LCF; provided that the payment obligations of LCF as Responsible Repurchase Party shall be guaranteed
by LC Holdings, LC REIT and LC TRS, as and to the extent provided in the related Mortgage Loan Purchase Agreement; and (iv) with
respect to each Mortgage Loan transferred to the Depositor by NCB, NCB.


 


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


 


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


 


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


 


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


 


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


 






    	-94-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.09.


 


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


 


“Security
Agreement”: With respect to any Mortgage Loan, any security agreement, chattel mortgage or similar document or instrument
creating in favor of the holder of such Mortgage a security interest in the personal property constituting security for repayment
of such Mortgage Loan or related Pari Passu Companion Loan.


 


“Senior
Consultation Period”: A period when (i) the Class Principal Balance of the Class F Certificates, without regard
to the allocation of any Appraisal Reduction Amounts to


 






    	-95-



    	 



    

 


such
Class, is less than 25% of the initial Class Principal Balance of the Class F Certificates, (ii) the then Majority Subordinate
Certificateholder that holds a majority of the Class F Certificates (provided such Class is the Subordinate Class) has irrevocably
waived its right to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder
or cause the exercise of the rights of the Subordinate Class Representative under this Agreement pursuant to Section 3.23(i)
and such rights have not been reinstated to a successor Majority Subordinate Certificateholder pursuant to Section 3.23(i),
or (iii) the Majority Subordinate Certificateholder and/or the Subordinate Class Representative is an Excluded Holder; provided
that, in the case of clause (iii), any such Senior Consultation Period only shall be deemed to occur with respect to each Excluded
Loan.


 


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


 


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


 


“Serviced
Loan Combination”: Any mortgage loan serviced under this Agreement that is divided into one or more notes, which includes
a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust. References
herein to a Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes. The 40
Wall Street Loan Combination shall be a Serviced Loan Combination.


 


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


 


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


 


“Serviced
Mortgage Loan”: Any Mortgage Loan other than a Non-Trust-Serviced Pooled Mortgage Loan, if any.


 


“Serviced
Pari Passu Companion Loan”: With respect to any Serviced Loan Combination, any related mortgage note not included in
the Trust that is serviced under this


 






    	-96-



    	 



    

 


Agreement
and that is generally payable on a pari passu basis with a Mortgage Loan included in the Trust to the extent set forth
in the related Intercreditor Agreement. Each of the 40 Wall Street Pari Passu Companion Loans shall be a Serviced Pari Passu Companion
Loan.


 


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


 


“Serviced
Pari Passu Companion Loan Custodial Account”: With respect to any Serviced Pari Passu Companion Loan(s), the separate
account or sub-account created and maintained by a Master Servicer pursuant to Section 3.04(h) on behalf of the Certificateholders
and any Serviced Pari Passu Companion Loan Holders, which shall be entitled “Wells Fargo Bank, National Association [or
name of successor General Master Servicer], as Master Servicer for the Certificateholders and any Serviced Pari Passu Companion
Loan Holders relating to, and for the benefit of Wilmington Trust, National Association [or name of successor Trustee], as Trustee,
for the benefit of the Holders of, Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates,
Series 2015-LC22, Serviced Pari Passu Companion Loan Custodial Account.” Amounts in the Serviced Pari Passu Companion Loan
Custodial Account allocable to any Serviced Pari Passu Companion Loan shall not be assets of the Trust Fund, but instead shall
be held by the applicable Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the
related Serviced Pari Passu Companion Loan Holders. Any such account or sub-account shall be an Eligible Account or a sub-account
of an Eligible Account (including a sub-account of the Collection Account).


 


“Serviced
Pari Passu Companion Loan Early Remittance Date”: As defined in Section 3.04(j).


 


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


 


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


 


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


 


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


 


“Servicer
Notice”: As defined in Section 11.17.


 


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


 






    	-97-



    	 



    

 


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


 


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


 


(1)     any
such costs and expenses associated with (a) compliance with the obligations of the applicable Master Servicer and/or the applicable
Special Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the preservation, insurance,
restoration, protection, operation and/or management of either a Mortgaged Property securing a Serviced Mortgage Loan, a Serviced
Loan Combination or an Administered REO Property, including the cost of any “force-placed” insurance policy purchased
by the applicable Master Servicer or the applicable Special Servicer to the extent such cost is allocable to a particular Mortgaged
Property that the applicable Master Servicer or the applicable Special Servicer is required to cause to be insured pursuant to
Section 3.07(a), (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds in respect
of any such Serviced Mortgage Loan, Serviced Loan Combination or any Administered REO Property, (d) any enforcement or judicial
proceedings with respect to any such Mortgage Loan or Serviced Loan Combination, including foreclosures and similar proceedings,
(e) the operation, management, maintenance and liquidation of any Administered REO Property, (f) obtaining any Appraisal
required to be obtained hereunder, and (g) UCC filings (to the extent that the costs thereof are not reimbursed by the related
Borrower), and


 


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


 


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






    	-98-



    	 



    

 


Servicer
or the applicable Master Servicer at the direction of the applicable Special Servicer hereunder.


 


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


 


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


 


“Servicing
Function Participant”: Any Person, other than either Master Servicer, either Special Servicer and the Trust Advisor,
that, within the meaning of Item 1122 of Regulation AB, is primarily responsible for performing activities addressed by the Servicing
Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (based on their Stated Principal
Balance) or the applicable Master Servicer or the applicable Special Servicer, as applicable, takes responsibility for the activities
of such Person in accordance with SEC telephone interpretation 17.06 under Regulation AB. For clarification purposes, the Trustee
and the Certificate Administrator are Servicing Function Participants.


 


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


 


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


 


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


 


“Servicing
Standard”: With respect to each of the Master Servicers and the Special Servicers, to service and administer the Mortgage
Loans, the Loan Combinations and any REO Properties that such party is obligated to service and administer pursuant to this Agreement
in the best interests and for the benefit of the Certificateholders (or, in the case of a Loan Combination, for the benefit of
the Certificateholders and the related Pari Passu Companion Loan Holder(s)) (as determined by such Master Servicer or a Special
Servicer, as the case may be, in its good faith and reasonable judgment), as a collective whole as if such Certificateholders
and, if applicable, the related Pari Passu Companion Loan Holder(s)


 






    	-99-



    	 



    

 


constituted
a single lender, in accordance with applicable law and the terms of this Agreement, the terms of the respective Mortgage Loans
or Loan Combinations, as applicable, and the terms of the related Intercreditor Agreement, as applicable (provided that
in the event the applicable Master Servicer or the applicable Special Servicer, as applicable, in its reasonably exercised judgment
determines that following the terms of any Mortgage Loan Document would or potentially would result in an Adverse REMIC Event
(for which determination, the applicable Master Servicer and the applicable Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an Additional Trust Fund Expense by withdrawal from the Collection Account),
the applicable Master Servicer or the applicable Special Servicer, as applicable, must comply with the REMIC Provisions to the
extent necessary to avoid an Adverse REMIC Event) and, to the extent consistent with the foregoing, in accordance with the following
standards:


 


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


 


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


 


(c)     without
regard to any potential conflict of interest arising from (i) any known relationship that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, or any of its Affiliates may have with a related Borrower, a Mortgage
Loan Seller or any other party to this Agreement, (ii) the ownership of any Certificate or


 






    	-100-



    	 



    

 


any
interest in a Serviced Pari Passu Companion Loan by the applicable Master Servicer or the applicable Special Servicer, as the
case may be, or any of their respective Affiliates, (iii) the obligation of the applicable Master Servicer to make Advances
or otherwise to incur servicing expenses with respect to any Serviced Mortgage Loan, Serviced Pari Passu Companion Loan or Administered
REO Property (or, if applicable, to make P&I Advances with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (iv) the
obligation of the applicable Special Servicer to make, or direct the applicable Master Servicer to make, Servicing Advances (including
Emergency Advances) or otherwise to incur servicing expenses with respect to any Serviced Mortgage Loan, Serviced Pari Passu Companion
Loan or Administered REO Property, (v) the right of the applicable Master Servicer or the applicable Special Servicer, as
the case may be, or any of its Affiliates to receive reimbursement of costs, or the sufficiency of any compensation payable to
it, hereunder or with respect to any particular transaction, (vi) any ownership, servicing and/or management by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, of any other mortgage loans
or real property, (vii) the ownership by the applicable Master Servicer or the applicable Special Servicer, as the case may
be, or any of its Affiliates of any other debt owed by, or secured by ownership interests in, any of the Borrowers or any Affiliate
of a Borrower, and (viii) the obligations of the applicable Master Servicer or the applicable Special Servicer, as the case
may be, or any of its Affiliates to repurchase any Mortgage Loan from the Trust Fund, or to indemnify the Trust Fund, in any event
as a result of a Material Breach or a Material Document Defect;


 


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


 


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


 


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


 


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


 


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


 



    	-101-



    	 



    




 


“Somerset
Park Apartments Loan Combination”: As defined in the Preliminary Statement.


 


“Somerset
Park Apartments Mortgage Loan”: As defined in the Preliminary Statement.


 


“Somerset
Park Apartments Pari Passu Companion Loans”: As defined in the Preliminary Statement.


 


“Somerset
Park Apartments Companion Loans A-1-1 and A-2-1”: As defined in the Preliminary Statement.


 


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


 


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


 


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


 


“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 in excess of the lesser of (i) 30,000 square feet of the improvements at the related Mortgaged Property and (ii) 30%
of the net rentable area of the improvements at the related Mortgaged Property;


 


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


 






    	-102-



    	 



    

 


(c)     other
than with respect to a Co-op Mortgage Loan, 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 Mortgage 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 Mortgage Loan for the funding or disbursement of ordinary course impounds, repair and replacement
reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance
with the Mortgage Loan Documents (all such fundings and disbursements being collectively referred to as “Routine Disbursements”)
or any other funding or disbursement as mutually agreed upon by the applicable Master Servicer and applicable Special Servicer,
shall not constitute a Special Servicer Decision; provided, however, that in the case of any Mortgage Loan 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 XI hereto), no such funding or disbursement
of such escrows, reserves, holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead
constitute Special Servicer Decisions, except for the routine funding of tax payments and insurance premiums when due and payable
(provided the Mortgage Loan is not a Specially Serviced Mortgage Loan);


 


(d)     requests
to incur additional debt in accordance with the terms of the applicable Mortgage Loan Documents, other than requests to incur
subordinate debt on any Co-op Mortgage Loan as to which certain parameters set forth in this Agreement have been satisfied;


 


(e)     requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the
use or value of a Mortgaged Property or the Borrower’s ability to make any payments with respect to the related Serviced
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;


 



    	-103-



    	 



    




 


(f)     approving
any transfers of an interest in the Borrower under a Serviced 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 Borrower or to a Person acquiring
less than a majority interest in such Borrower and (ii) does not involve incurring new mezzanine financing or a change in control
of the Borrower;


 


(g)     other
than with respect to Co-op Mortgage Loans, approval of any waiver regarding the receipt of financial statements (other than immaterial
timing waivers including late financial statements);


 


(h)     approval
of easements that materially affect the use or value of a Mortgaged Property or the borrower’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 Borrower under a Ground Lease;


 


provided,
however, that notwithstanding the foregoing, “Special Servicer Decision” shall not include any matter listed
in the foregoing clauses (a) through (j) (1) requested with respect to a Non-WFB Mortgage Loan if the applicable
Master Servicer and the applicable Special Servicer have mutually agreed, as contemplated by Section 3.08(a) or Section 3.20(a),
as applicable, of this Agreement, that such applicable 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 Mortgage Loan and each REO Mortgage Loan (other than any Non-Trust-Serviced
Pooled Mortgage Loan), the fee designated as such and payable to a Special Servicer pursuant to the first paragraph of Section 3.11(c).


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any
Non-Trust-Serviced Pooled Mortgage Loan), (a) 0.25% per annum or (b) if the rate in clause (a) would result in a
Special Servicing Fee that would be less than (i) $3,500 with respect to any Mortgage Loan other than a NCB Mortgage Loan
or (ii) $1,000 with respect to any NCB Mortgage Loan, in each case, in any given month, then the Special Servicing Fee Rate
for such month for such Specially Serviced Mortgage Loan or REO Mortgage Loan shall be a rate equal to such higher rate as would
result in a Special Servicing Fee equal to $3,500 (in the case of any such Mortgage Loan other than an NCB Mortgage Loan) or $1,000
(in the case of any such NCB Mortgage Loan), as applicable, for such month with respect to such Specially Serviced Mortgage Loan
or REO Mortgage Loan.


 



    	-104-



    	 



    




 


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


 


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


 


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


 


(iii)     an
original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned
has not been returned from the applicable recording office), of the Mortgage, in favor of “Wilmington Trust, National Association,
as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates,
Series 2015-LC22”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington
Trust, National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial
Mortgage Pass-Through Certificates, Series 2015-LC22, and as lead lender on behalf of any Serviced Pari Passu Companion Loan Holder(s)
secured by the [insert name of Mortgaged Property]” (or a copy thereof, certified to be the copy of such assignment submitted
or to be submitted for recording);


 


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


 


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


 






    	-105-



    	 



    

 


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


 


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


 


provided,
however, that in the case of a Non-Trust-Serviced Pooled Mortgage Loan, (1) the “Specially Designated Mortgage
Loan Document” contemplated by clause (ii) above need only consist of the related Mortgage in recordable form
provided to the related Non-Trust Trustee or Non-Trust Custodian pursuant to the related Non-Trust Pooling and Servicing Agreement,
but need not reflect evidence of recordation in the name of the related Non-Trust Trustee or the related trust established under
such related Non-Trust Pooling and Servicing Agreement, and (2) the “Specially Designated Mortgage Loan Document”
contemplated by clause (iii) above need only be a copy of the assignment in the name of the applicable Non-Trust Trustee.


 


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


 


(a)     the
related Borrower has failed to make when due any Balloon Payment, and the Borrower has not delivered to the applicable Master
Servicer or the applicable Special Servicer, on or before the due date of such Balloon Payment, a written and fully executed (subject
only to customary final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form
and substance to the applicable Master Servicer or the applicable Special Servicer, as applicable (and such


 






    	-106-



    	 



    

 


Master
Servicer or such Special Servicer, as applicable, shall promptly forward such commitment to the applicable Special Servicer or
the applicable Master Servicer, as applicable) which provides that such refinancing will occur within 120 days after the date
on which such Balloon Payment will become due (provided that such Mortgage Loan or Serviced Loan Combination shall immediately
become a Specially Serviced Mortgage Loan if either (x) such refinancing does not occur before the expiration of the time
period for refinancing specified in such binding commitment or (y) the applicable Master Servicer is required to make a P&I
Advance in respect of such Mortgage Loan (or, in the case of any Serviced Loan Combination, in respect of the Mortgage Loan included
in the same Serviced Loan Combination) at any time prior to such a refinancing); or


 


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


 


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


 






    	-107-



    	 



    

 


receives
from the applicable Special Servicer a written determination of such Special Servicer (which determination the applicable Special
Servicer shall make in accordance with the Servicing Standard and, to the extent a Subordinate Control Period is then in effect,
with the consent or deemed consent of the Majority Subordinate Certificateholder (other than with respect to an Excluded Loan),
and, to the extent a Collective Consultation Period is then in effect, in consultation with the Majority Subordinate Certificateholder
(other than with respect to an Excluded Loan)), that (A) the Borrower is likely not to make one or more Assumed Monthly Payments
prior to such a refinancing or (B) such refinancing is not likely to occur within 120 days following the date on which such
Balloon Payment will become due); or


 


(d)     there
shall have occurred a default (including, in the applicable Master Servicer’s or the applicable Special Servicer’s
judgment, the failure of the related Borrower to maintain any insurance required to be maintained pursuant to the related Mortgage
Loan Documents, unless such default has been waived in accordance with Section 3.07 or 3.20 hereof) under the related
Mortgage Loan Documents, other than as described in clause (a) or (b) above, that may, in the good faith and
reasonable judgment of the applicable Master Servicer or the applicable Special Servicer (and, in the case of the applicable Special
Servicer and to the extent a Subordinate Control Period is then in effect, with the consent or deemed consent of the Majority
Subordinate Certificateholder (other than with respect to an Excluded Loan), and, to the extent a Collective Consultation Period
is then in effect, in consultation with the Majority Subordinate Certificateholder (other than with respect to an Excluded Loan)),
materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Loan Combination
or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of any Serviced Loan Combination,
the interests of the related Serviced Pari Passu Companion Loan Holder(s)), which default has continued unremedied for the applicable
cure period under the terms of such Mortgage Loan or Serviced Loan Combination (or, if no cure period is specified, sixty (60)
days); or


 


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


 


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


 


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


 






    	-108-



    	 



    

 


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


 


(i)     the
applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer, during a Subordinate
Control Period, with the consent of the Subordinate Class Representative (other than with respect to an Excluded Loan)) determines
that (i) a default (including, in the applicable Master Servicer’s or the applicable Special Servicer’s judgment,
the failure of the related Borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan
Documents, unless such default has been waived in accordance with Section 3.07 or Section 3.20 hereof)
under the Mortgage Loan Documents (other than as described in clause (c) above) is imminent or reasonably foreseeable,
(ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan
or Serviced Pari Passu Companion Loan (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 a Serviced Mortgage Loan or Serviced Loan Combination shall cease to be a Specially Serviced Mortgage Loan when a Liquidation
Event has occurred in respect of such Serviced Mortgage Loan or Serviced Loan Combination, or at such time as such of the following
as are applicable occur with respect to the circumstances identified above that caused such Serviced Mortgage Loan or Serviced
Loan Combination to be characterized as a Specially Serviced Mortgage Loan (and provided that no other Servicing Transfer
Event then exists):


 


(I)     with
respect to the circumstances described in clauses (a) and (b) above, the related Borrower has made three consecutive
full and timely Monthly Payments under the terms of such Serviced Mortgage Loan or Serviced Loan Combination (as such terms may
be changed or modified in connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a
modification, extension, waiver or amendment granted or agreed to by the applicable Master Servicer or the applicable Special
Servicer pursuant to Section 3.20);


 


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


 


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


 


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


 






    	-109-



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 






    	-110-



    	 



    

 


“Subordinate
Class”: The most subordinate Class among the Classes of Control-Eligible Certificates that has a Class Principal Balance,
net of Appraisal Reduction Amounts allocable thereto, that is at least equal to 25% of its initial Class Principal Balance.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Substitution
Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for any Defective Mortgage
Loan, the amount, if any, by which the Purchase Price for such Defective Mortgage Loan (calculated as if it were to be repurchased,
instead of replaced, on the relevant date of substitution), exceeds the initial Stated Principal Balance or the initial aggregate
Stated Principal Balance, as the case may be, of such Replacement Mortgage Loan(s) as of the date of substitution.


 


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


 


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


 


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


 






    	-111-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby.


 


“Trust
Advisor”: Park Bridge Lender Services LLC, and its successors in interest and assigns, or any successor trust advisor
appointed as herein provided.


 


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


 


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


 


“Trust
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or expenses payable to (i) the Trust Advisor pursuant to Section 3.28(k) of this Agreement (other than any Trust
Advisor Consulting Fees and


 






    	-112-



    	 



    

 


the
Trust Advisor Ongoing Fee) and (ii) any Non-Trust Trust Advisor pursuant to Section 3.05(a)(I)(xix) of this Agreement.


 


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


 


“Trust
Advisor Ongoing Fee Rate”: 0.0019% per annum.


 


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


 


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


 


“Trustee
Fee”: An amount payable to the Trustee as a portion of the Certificate Administrator Fee, equal to a fee of $210 per
month, pursuant to Section 8.05(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Uncovered
Amount”: With respect to any Master Servicer’s Collection Account, any Additional Trust Fund Expense, Nonrecoverable
Advance or other item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in
such Collection Account pursuant to any of clauses (ii)–(xxi) of Section 3.05(a)(I), but which


 






    	-113-



    	 



    

 


cannot
be so paid or reimbursed because such general funds are insufficient to cover such payment or reimbursement; provided that
any such Additional Trust Fund Expense, Nonrecoverable Advance or other item will be an Uncovered Amount only to the extent that
such general funds are insufficient to cover the payment or reimbursement thereof.


 


“Underwriters”:
WFS, DBSI and Morgan Stanley.


 


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


 


“United
States Tax Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States, any State thereof or the District of Columbia, an estate whose income from
sources without the United States is includible in gross income for United States federal income tax purposes regardless of its
source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as United States Tax Persons).


 


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


 


“USPAP”:
The Uniform Standards of Professional Appraisal Practices.


 


“Voting
Rights”: The voting rights evidenced by the respective Certificates. At all times during the term of this Agreement:
98.0% of the Voting Rights shall be allocated among all the Holders of the various Classes of Principal Balance Certificates in
proportion to the respective Class Principal Balances of such Classes (solely in connection with a proposed termination and replacement
of the applicable Special Servicer under Section 6.05(b) or Section 6.05(c) or the Trust Advisor under
Section 3.28(m) or Section 3.28(n), as notionally reduced by any Appraisal Reduction Amounts allocable
to the respective Classes of Certificates) and 2.0% to be allocated among the Holders of the Interest Only Certificates on a pro
rata basis based on their respective outstanding Class Notional Amounts at the time of determination). For purposes of this
definition, the Class PEX Components shall be treated as if they were Principal Balance Certificates, and the Class A-S
Certificates and the Class A-S-PEX Component shall be considered as if they together constitute a single “Class”,
the Class B Certificates and the Class B-PEX Component shall be considered as if they together constitute a single “Class”,
the Class C Certificates and the Class C-PEX Component shall be considered as if they together constitute as single
“Class,” and the Holders of the Class PEX Certificates shall have the Voting Rights so allocated to the Class PEX
Components and no other Voting Rights. Voting Rights allocated to a particular Class of Certificateholders shall be allocated
among such


 






    	-114-



    	 



    

 


Certificateholders
in proportion to the respective Percentage Interests evidenced by their respective Certificates. No Voting Rights shall be allocated
to the Class R or Class V Certificateholders.


 


“WAC
Rate”: With respect to each Interest Accrual Period, is the rate per annum equal to the weighted average (solely
for reporting purposes, expressed as a percentage and rounded to six decimal places) of the REMIC I Remittance Rates applicable
to the respective REMIC I Regular Interests for such Interest Accrual Period, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately prior to the related Distribution Date.


 


“WFB”:
Wells Fargo Bank, National Association, or its successor-in-interest.


 


“WFB
Mortgage Loans”: The Mortgage Loans sold to the Depositor by WFB pursuant to the related Mortgage Loan Purchase Agreement.


 


“WFCM
2015-C30 Pooling and Servicing Agreement”: That certain Pooling and Servicing Agreement, dated as of August 1,
2015, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, WFB, as general master servicer, NCB, as NCB master
servicer, CWCapital Asset Management LLC, as general special servicer, NCB, as NCB special servicer, Pentalpha Surveillance LLC,
as trust advisor, WFB, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association,
as trustee, relating to the Wells Fargo Commercial Mortgage Trust 2015-C30 securitization (into which the Somerset Park Apartments
Companion Loans A-1-1 and A-2-1 were deposited).


 


“WFS”:
Wells Fargo Securities, LLC, or its successor-in-interest.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended.


 


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


 


“Within
Grace Period Loan”: With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and
payable, in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable,
the fact that, although such Monthly Payment or Assumed Monthly Payment has not been received, the Due Date, together with any
applicable grace period, for such Monthly Payment or Assumed Monthly Payment has not passed.


 


“Workout-Delayed
Reimbursement Amount”: As defined in Section 3.05(a)(II)(i).


 


“Workout
Fee”: The fee designated as such in, and payable to the applicable Special Servicer in connection with Corrected Mortgage
Loans pursuant to, the second paragraph of Section 3.11(c).


 



    	-115-



    	 



    




 


“Workout
Fee Projected Amount”: As defined in Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Mortgage Loan, 1.00%.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a Borrower in connection with a Principal Prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


Section
1.02     General Interpretive Principles. For purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:


 


(i)     the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 


(ii)     accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as in effect from time to time;


 


(iii)     references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iv)     a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(v)     the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(vi)     the
terms “include” and “including” shall mean without limitation by reason of enumeration.


 


Section
1.03     Certain Calculations in Respect of the Mortgage Pool. (a) All amounts Received by the
Trust in respect of any Cross-Collateralized Group, including any payments from Borrowers, Insurance Proceeds, Condemnation Proceeds
and Liquidation Proceeds (including any such collections on or in respect of Corrected Mortgage Loans but exclusive, if applicable,
in the case of a Serviced Loan Combination, of amounts payable to the related Serviced Pari Passu Companion Loan Holder pursuant
to the related Intercreditor Agreement), together with any other cash recoveries on and proceeds of any Cross-Collateralized Group
shall be applied among the Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions
of the related Mortgage Loan Documents (including any modifications, waivers or amendments thereto or supplemental agreements
entered into in connection with the servicing and administration of such Mortgage Loan) and, in the absence of such express provisions,
in accordance with the Servicing Standard. All amounts Received by


 






    	-116-



    	 



    

 


the
Trust in respect of or allocable to any particular Mortgage Loan (but excluding any Non-Trust-Serviced Pooled Mortgage Loan, which
shall be allocated in accordance with Section 1.03(c), hereof), including any payments from Borrowers, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds (including any such collections on or in respect of Corrected Mortgage Loans but
exclusive, if applicable, in the case of any Serviced Loan Combination, of amounts payable to the related Serviced Pari Passu
Companion Loan Holder pursuant to the related Intercreditor Agreement), together with any other cash recoveries on and proceeds
of such Mortgage Loan shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (including for principal
and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Loan Documents and, in the
absence of such express provisions or if and to the extent that such terms authorize the lender to use its discretion, shall be
applied:


 


(i)      first,
as a recovery of any related and unreimbursed Servicing Advances (together with, without duplication, any Unliquidated Advances
in respect of prior Servicing Advances and any prior Servicing Advances theretofore determined to constitute Nonrecoverable Servicing
Advances) and, if applicable, unpaid Liquidation Expenses;


 


(ii)     second,
as a recovery of accrued and unpaid interest (together with, without duplication, any Unliquidated Advances in respect of prior
P&I Advances of such interest and any P&I Advances of interest theretofore determined to constitute Nonrecoverable P&I
Advances) on such Mortgage Loan to, but not including, the end of the mortgage loan interest accrual period ending in the Collection
Period in which the collection occurred, exclusive, however, of any portion of such accrued and unpaid interest that constitutes
Default Interest or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, that constitutes Post-ARD Additional
Interest; provided that in no event shall any portion of any Liquidation Proceeds be applied under this clause second
to any interest that previously accrued on a Mortgage Loan and constitutes an Appraisal-Reduced Interest Amount;


 


(iii)     third,
as a recovery of principal (together with, without duplication, any Unliquidated Advances in respect of prior P&I Advances
of such principal and any prior P&I Advances of such principal theretofore determined to constitute Nonrecoverable P&I
Advances) of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default
thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of principal to the extent
of its entire remaining unpaid principal balance);


 


(iv)     fourth,
as a recovery of any Appraisal-Reduced Interest Amounts that have occurred and are then existing with respect to such Mortgage
Loan;


 


(v)      fifth,
unless a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of amounts to be currently applied to
the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums, ground rents (if applicable)
and similar items;


 






    	-117-



    	 



    

 


(vi)     sixth,
unless a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of Reserve Funds to the extent then required
to be held in escrow;


 


(vii)     seventh,
as a recovery of any Default Charges then due and owing under such Mortgage Loan;


 


(viii)   eighth,
as a recovery of any Prepayment Premium or Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(ix)     ninth,
as a recovery of any assumption fees and modification fees then due and owing under such Mortgage Loan;


 


(x)      tenth,
as a recovery of any other amounts then due and owing under such Mortgage Loan, other than remaining unpaid principal or, in the
case of an ARD Mortgage Loan after its Anticipated Repayment Date, other than Post-ARD Additional Interest (if both (x) fees
that constitute Additional Master Servicing Compensation or Additional Special Servicing Compensation and (y) Trust Advisor
Consulting Fees are due and owing, first, allocated to fees that constitute Additional Master Servicing Compensation or Additional
Special Servicing Compensation, and then allocated to Trust Advisor Consulting Fees);


 


(xi)     eleventh,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


(xii)     twelfth,
in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Post-ARD Additional
Interest on such ARD Mortgage Loan;


 


provided
that, in connection with any Serviced Mortgage Loan (or Serviced Loan Combination), payments or proceeds received from the
related Borrower with respect to any partial release (including pursuant to a condemnation) of a Mortgaged Property at a time
when the loan-to-value ratio of the related Serviced Mortgage Loan (or Serviced Loan Combination) exceeds 125% (based solely on
the value of the real property and excluding personal property and going concern value, if any, unless otherwise permitted under
the applicable REMIC rules as evidenced by an opinion of counsel provided to the Trustee) must be applied to reduce the principal
balance of such Serviced Mortgage Loan (or Serviced Loan Combination) in the manner permitted by the REMIC Provisions.


 


(b)     Amounts
Received by the Trust with respect to each REO Property (other than, if applicable, any REO Property related to a Non-Trust-Serviced
Pooled Mortgage Loan which shall be allocated in accordance with Section 1.03(c), hereof and other than, if applicable,
in the case of any Serviced Loan Combination, amounts payable to the related Serviced Pari Passu Companion Loan Holder pursuant
to the related Intercreditor Agreement as set forth in Section 1.03(g) hereof), exclusive of amounts to be applied
to the payment of the costs of operating, managing, maintaining and disposing of such REO Property, shall be treated:


 


(i)     first,
as a recovery of any related and unreimbursed Servicing Advances (together with any Unliquidated Advances in respect of prior
Servicing Advances and


 






    	-118-



    	 



    

 


any
prior Servicing Advances theretofore determined to constitute Nonrecoverable Servicing Advances) and, if applicable, unpaid Liquidation
Expenses;


 


(ii)     second,
as a recovery of accrued and unpaid interest (together with any Unliquidated Advances in respect of prior P&I Advances of
such interest and any P&I Advances of interest theretofore determined to constitute Nonrecoverable P&I Advances) on the
related REO Mortgage Loan to, but not including, the end of the mortgage loan interest accrual period ending in the Collection
Period of receipt by or on behalf of the Trust, exclusive, however, of any portion of such accrued and unpaid interest that constitutes
Default Interest or, in the case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated Repayment
Date, that constitutes Post-ARD Additional Interest; provided that in no event shall any portion of any Liquidation Proceeds
be applied under this clause second to any interest that previously accrued on a Mortgage Loan and constitutes
an Appraisal-Reduced Interest Amount;


 


(iii)     third,
as a recovery of principal (together with any Unliquidated Advances in respect of prior P&I Advances of such principal and
any P&I Advances of principal theretofore determined to constitute Nonrecoverable P&I Advances) of the related REO Mortgage
Loan to the extent of its entire unpaid principal balance;


 


(iv)     fourth,
as a recovery of any Appraisal-Reduced Interest Amounts that have occurred and are then existing with respect to such Mortgage
Loan;


 


(v)       fifth,
as a recovery of any Default Charges deemed to be due and owing in respect of the related REO Mortgage Loan;


 


(vi)     sixth,
as a recovery of any Prepayment Premium or Yield Maintenance Charge deemed to be due and owing in respect of the related REO Mortgage
Loan;


 


(vii)    seventh,
as a recovery of any other amounts deemed to be due and owing in respect of the related REO Mortgage Loan (other than, in the
case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated Repayment Date, accrued and unpaid Post-ARD
Additional Interest (and if both (x) fees that constitute Additional Master Servicing Compensation or Additional Special
Servicing Compensation and (y) Trust Advisor Consulting Fees are due and owing, first, allocated to fees that constitute
Additional Master Servicing Compensation or Additional Special Servicing Compensation, and then allocated to Trust Advisor Consulting
Fees)); and


 


(viii)   eighth,
in the case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery of
accrued and unpaid Post-ARD Additional Interest on such REO Mortgage Loan.


 


(c)     The
parties hereto acknowledge that any payments, collections and recoveries received by the parties to the Non-Trust Pooling and
Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan are required to be allocated by such parties as interest,
principal or other amounts in accordance with the terms and conditions of the related Intercreditor Agreement and the related
Non-Trust-Serviced Pooled Mortgage Loan.


 






    	-119-



    	 



    

 


(d)     For
the purposes of this Agreement, Post-ARD Additional Interest on an ARD Mortgage Loan or a successor REO Mortgage Loan with respect
thereto shall be deemed not to constitute principal or any portion thereof and shall not be added to the unpaid principal balance
or Stated Principal Balance of such ARD Mortgage Loan or successor REO Mortgage Loan, notwithstanding that the terms of the related
Mortgage Loan Documents so permit. To the extent any Post-ARD Additional Interest is not paid on a current basis, it shall be
deemed to be deferred interest.


 


(e)     The
foregoing applications of amounts received in respect of any Mortgage Loan or REO Property shall be determined by the applicable
Master Servicer and reflected in the appropriate monthly report from such Master Servicer and in the appropriate monthly Distribution
Date Statement as provided in Section 4.02.


 


(f)     All
net present value calculations and determinations made with respect to a Mortgage Loan (other than a Non-Trust-Serviced Pooled
Mortgage Loan), a Serviced Loan Combination, Mortgaged Property or REO Property (other than any Mortgaged Property or REO Property,
or any interest therein, related to any Non-Trust-Serviced Pooled Mortgage Loan) (including for purposes of the definition of
“Servicing Standard”) shall be made using a discount rate (a) for principal and interest payments on a Mortgage Loan
or Serviced Loan Combination, or the sale of a Mortgage Loan or Serviced Loan Combination, equal to the higher of (x) the
rate determined by the applicable Master Servicer or the applicable Special Servicer, as applicable, that approximates the market
rate that would be obtainable by the Borrower on similar non-defaulted debt of such Borrower as of such date of determination
and (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Loan Combination based on its outstanding principal
balance (or, in connection with a sale of a Mortgage Loan related to a Serviced Loan Combination, the senior note interest rate),
and (b) for all other cash flows, including property cash flow, identical to the “discount rate” set forth in
the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property or REO Property.


 


(g)     Amounts
collected on or with respect to any Serviced Loan Combination or any related REO Property shall be applied in accordance with
the allocation and payment provisions of the applicable Intercreditor Agreement. In no event, however, shall there be charged
to or borne by any one or more related Serviced Pari Passu Companion Loan Holders any out-of-pocket expense incurred under this
Agreement that, in the good faith, reasonable judgment of the applicable Master Servicer, the applicable Special Servicer, the
Trustee, the Certificate Administrator or the Tax Administrator, as applicable, (i) relates primarily to the general administration
of the Trust Fund (and is not attributable to any particular mortgage loans), (ii) relates primarily to a REMIC Pool or the
general administration thereof, (iii) relates primarily to any determination respecting the amount, payment or avoidance
of any tax on the Trust Fund under the REMIC Provisions, (iv) relates to any unrelated Mortgage Loan, or (v) consists
of the actual payment of any REMIC tax. Section 1.03 and Section 3.05(a) of this Agreement shall be construed
in accordance with the preceding statement.


 


Section
1.04     Cross-Collateralized Mortgage Loans. Notwithstanding anything herein to the contrary,
it is hereby acknowledged that any groups of Mortgage Loans identified on the Mortgage Loan Schedule as being cross-collateralized
with each other are, in the case of each such particular group of Mortgage Loans, by their terms, cross-defaulted and






    	-120-



    	 



    

 


cross-collateralized
with each other. For purposes of reference only in this Agreement, and without in any way limiting the servicing rights and powers
of the applicable Master Servicer and/or the applicable Special Servicer, with respect to any Cross-Collateralized Mortgage Loan
(or successor REO Mortgage Loan with respect thereto), the Mortgaged Property (or REO Property) that relates or corresponds thereto
shall be the property identified in the Mortgage Loan Schedule as corresponding thereto. The provisions of this Agreement, including
each of the defined terms set forth in Section 1.01, shall be interpreted in a manner consistent with this Section 1.04;
provided that, if there exists with respect to any Cross-Collateralized Group only one original of any document referred
to in the definition of “Mortgage File” covering all the Mortgage Loans in such Cross-Collateralized Group, then the
inclusion of the original of such document in the Mortgage File for any of the Mortgage Loans constituting such Cross-Collateralized
Group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan.


 


Section
1.05      Incorporation of Preliminary Statement. The parties hereto acknowledge that the Preliminary
Statement at the beginning of this Agreement constitutes a part of this Agreement.


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS,

REMIC II REGULAR INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL

INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST

AND CERTIFICATES


 


Section
2.01     Conveyance of Mortgage Loans.


 


(a)     It
is the intention of the parties hereto that a common law trust be established under the laws of the State of New York pursuant
to this Agreement and, further that such trust be designated as “Wells Fargo Commercial Mortgage Trust 2015-LC22”.
The fiscal year-end of such trust shall be December 31. Wilmington Trust, National Association is hereby appointed, and does hereby
agree to act, as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of
all present and future Certificateholders. This Agreement is not intended to create a partnership or a joint-stock association
between or among any of the parties hereto.


 


(b)     The
Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to
the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to
this Agreement as their respective interests may appear) and the Trustee (as holder of the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest) all the right, title and interest of the Depositor, in, to and under (i) the
Original Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of
the Depositor under Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5 (other than Section 5(f), (g),
(h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17, 18 and (in the case of
the Mortgage Loan Purchase Agreement between LCF, LC Holdings, LC REIT, LC TRS and the


 






    	-121-



    	 



    

 


Depositor)
19) of each Mortgage Loan Purchase Agreement and (iii) all other assets included or to be included in the Trust Fund. Such
assignment includes (i) all scheduled payments of principal and interest under and proceeds of the Original Mortgage Loans
received after their respective Cut-off Dates (other than scheduled payments of interest and principal due and payable on or before
their respective Cut-off Dates, which amounts shall belong and be promptly remitted to the related Mortgage Loan Seller when and
if received), together with all documents delivered or caused to be delivered hereunder with respect to the Original Mortgage
Loans by the respective Mortgage Loan Sellers (including all documents included in the related Mortgage Files and Servicing Files
and any related Additional Collateral); (ii) any REO Property acquired in respect of an Original Mortgage Loan (or, in the
case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the holder of the related
Non-Serviced Pari Passu Companion Loan with respect thereto); and (iii) such funds or assets as from time to time are deposited
in the Collection Account (but not in the Serviced Pari Passu Companion Loan Custodial Account), the Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, and subject to the rights of any related
Serviced Pari Passu Companion Loan Holder(s), the REO Account.


 


The
Depositor’s transfer and conveyance of: (i) any Non-Trust-Serviced Pooled Mortgage Loan is subject to the related Non-Trust
Pooling and Servicing Agreement and the related Intercreditor Agreement and (ii) any Mortgage Loan that is part of a Serviced
Loan Combination is subject to the related Intercreditor Agreement.


 


After
the Depositor’s transfer of the Original Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the
Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.


 


(c)     The
conveyance of the Original Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended
by the parties hereto to constitute an absolute transfer of the Original Mortgage Loans and such other related rights and property
by the Depositor to the Trustee for the benefit of the Certificateholders (and the Trustee as holder of the Class A-S Regular
Interest, Class B Regular Interest and Class C Regular Interest). Furthermore, it is not intended that such conveyance
be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, the Depositor
and the Trustee intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms
of this Agreement. The Depositor and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute
a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted and hereby grants to the Trustee
(in such capacity) a first priority security interest in all of the Depositor’s right, title and interest in and to the
following, whether now owned or existing or hereafter acquired or arising: (1) the Mortgage Loans, (2) all principal
and interest received on or with respect to such Mortgage Loans after the Cut-off Date (other than scheduled payments of interest
and principal due and payable on such Mortgage Loans on or prior to their respective Cut-off Dates or, in the case of a Replacement
Mortgage Loan, on or prior to the related date of substitution), (3) all amounts held from time to time in the Collection
Account, the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established,
the REO Accounts, and all investment earnings on such amounts, (4) all of the Depositor’s right, title and interest
under the Mortgage Loan Purchase Agreements that are described under clause (ii) of the first sentence of 






    	-122-



    	 



    





 


Section 2.01(b),
(5) all other assets included or to be included in the Trust Fund and (6) all income, payments, products and proceeds
of any of the foregoing, together with any additions thereto or substitutions therefor, (iii) the possession by the Custodian
on the Trustee’s behalf of the Mortgage Notes with respect to the Mortgage Loans subject hereto from time to time and such
other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession
by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting
such security interest under applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations from,
Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable
law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC financing statement substantially in the
form attached as Exhibit J hereto in all appropriate locations in the State of Delaware promptly following the initial
issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable),
prepare and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary
of the date of the initial UCC financing statement. The Depositor shall cooperate in a reasonable manner with the Certificate
Administrator in the preparation and filing of such continuation statements. This Section 2.01(c) shall constitute
notice to the Certificate Administrator pursuant to any requirements of the UCC in effect in each applicable jurisdiction.


 


(d)     In
connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the parties acknowledge that each
Mortgage Loan Seller is obligated, at such Mortgage Loan Seller’s expense, pursuant to the related Mortgage Loan Purchase
Agreement, to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (i) on or before
the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee as specified in clause (i)
of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition
of “Mortgage File”) and (ii) on or before the respective delivery dates therefor set forth in the related Mortgage
Loan Purchase Agreement, the remainder of the Mortgage File and any Additional Collateral (other than Reserve Funds and originals
of Letters of Credit, all of which are to be transferred to the applicable Master Servicer) for each Original Mortgage Loan acquired
by the Depositor from such Mortgage Loan Seller. Notwithstanding the preceding sentence, if the applicable Mortgage Loan Seller
cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of any of the documents and/or instruments
referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of “Mortgage File”,
with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the
public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case
may be, then (subject to the obligation of such Mortgage Loan Seller to nonetheless (1) from time to time make or cause to
be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a
reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the
Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon such Mortgage Loan Seller’s
receipt thereof), so long as a copy of such document or instrument, certified by such Mortgage Loan Seller or title agent as being
a copy of the document deposited for recording or filing and (in the case of such clause (ii)) accompanied by an Officer’s






    	-123-



    	 



    

 


Certificate
of the applicable Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been
sent to the appropriate public recording official for recordation, has been delivered to the Custodian on or before the respective
delivery dates therefor set forth in the related Mortgage Loan Purchase Agreement, the delivery requirements of the related Mortgage
Loan Purchase Agreement shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed
to have been included in the related Mortgage File; or if the applicable Mortgage Loan Seller cannot or does not so deliver, or
cause to be delivered, as to any Mortgage Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan), the original of any of
the documents and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of “Mortgage
File”, because such document or instrument has been delivered for recording or filing, as the case may be, then (subject
to the obligation of such Mortgage Loan Seller to nonetheless (1) from time to time make or cause to be made reasonably diligent
efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the
date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document
or instrument is not otherwise returned to the Custodian) promptly upon such Mortgage Loan Seller’s receipt thereof), so
long as a copy of such document or instrument, certified by such Mortgage Loan Seller, a title agent or a recording or filing
agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of such
Mortgage Loan Seller or a statement from the title agent that such document or instrument has been sent to the appropriate public
recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible
for recordation of such document or instrument under this Agreement and such Mortgage Loan Seller has delivered the original unrecorded
document or instrument to the Custodian on or before the date that is forty-five (45) days following the Closing Date), has been
delivered to the Custodian on or before the respective delivery dates therefor set forth in the related Mortgage Loan Purchase
Agreement, the delivery requirements of the related Mortgage Loan Purchase Agreement shall be deemed to have been satisfied as
to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File. In addition, with
respect to each Mortgage Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan) under which any Additional Collateral is
in the form of a Letter of Credit as of the Closing Date, the parties acknowledge that the related Mortgage Loan Seller is contractually
obligated to cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments
and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the related Mortgage
Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage
Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan), if any, as to which there exists a secured creditor impaired property
insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the related
Mortgage Loan Seller is contractually obligated to cause such policy, within a reasonable period following the Closing Date, to
inure to the benefit of the Trustee on behalf of the Certificateholders (if and to the extent that it does not by its terms automatically
inure to the holder of such Mortgage Loan). The Depositor shall deliver to the Trustee and the Custodian on or before the Closing
Date a fully executed counterpart of each Mortgage Loan Purchase Agreement. With respect to a Non-Trust-Serviced Pooled Mortgage
Loan, the parties hereto acknowledge the provisions of the related Mortgage Loan Purchase Agreement in which the related Mortgage
Loan Seller agrees that the documents described in clauses (ii), (iii) and (xi) of the definition of “Mortgage
File” and


 






    	-124-



    	 



    

 


documents
comparable to those described in clauses (iv), (vi) and (ix)(B) of the definition of “Mortgage File”
have been delivered to the trustee or custodian under the related Non-Trust Pooling and Servicing Agreement, except to the extent
that the absence of such document does not constitute a breach pursuant to the terms of the related Non-Trust Pooling and Servicing
Agreement. In addition, with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the parties hereto acknowledge the provisions
of the related Mortgage Loan Purchase Agreement in which the related Mortgage Loan Seller agrees that any “Document Defect”
as such term is defined in the applicable Non-Trust Pooling and Servicing Agreement shall constitute a Document Defect under the
related Mortgage Loan Purchase Agreement; provided that the foregoing shall not apply to any Document Defect related solely
to the promissory note for any related Non-Serviced Pari Passu Companion Loan. None of the Depositor, the Trustee, the Certificate
Administrator, the Custodian, the Trust Advisor, the Master Servicers or the Special Servicers shall be liable for any failure
by any Mortgage Loan Seller to comply with the document delivery requirements of the related Mortgage Loan Purchase Agreement.


 


(e)     The
parties hereto acknowledge that, except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, each Mortgage Loan Purchase
Agreement requires the related Mortgage Loan Seller, or its designee, to itself submit, or cause to be submitted, (i) each
assignment of Mortgage and assignment of Assignment of Leases in favor of the Trustee referred to in clause (iv) of
the definition of “Mortgage File” and (ii) each assignment of UCC Financing Statement in favor of the Trustee
referred to in clause (ix)(B) of the definition of “Mortgage File”, for recording or filing to the extent
that they are related to Mortgage Loans for which it is the applicable Mortgage Loan Seller. Each such assignment shall reflect
that it should be returned by the public recording office to the applicable Mortgage Loan Seller or its designee, and such Mortgage
Loan Seller has agreed in the related Mortgage Loan Purchase Agreement to deliver or cause the delivery of each such assignment
to the Custodian (with a copy thereof to the applicable Master Servicer)) following recording, and each such assignment of UCC
Financing Statement shall reflect that the file copy thereof or an appropriate receipt therefor, as applicable, should be returned
to the applicable Mortgage Loan Seller or its designee, and such Mortgage Loan Seller has agreed in the related Mortgage Loan
Purchase Agreement to deliver or cause the delivery of each such assignment to the Custodian (with a copy thereof to the applicable
Master Servicer) following filing; provided that in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the applicable Mortgage Loan Seller has agreed to obtain therefrom
a copy of the recorded original and is required to provide a copy of such recorded original to the Custodian (with a copy to the
applicable Master Servicer). The parties hereto further acknowledge that, except in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, each Mortgage Loan Purchase Agreement requires the related Mortgage Loan Seller, if any such document or instrument is lost
or returned unrecorded or unfiled, as the case may be, because of a defect therein, to prepare or cause to be prepared promptly
a substitute therefor or cure such defect, as the case may be, and thereafter cause the same to be duly recorded or filed, as
appropriate.


 


(f)     In
connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the parties acknowledge that each
Mortgage Loan Seller is contractually obligated, at such Mortgage Loan Seller’s expense, pursuant to the related Mortgage
Loan Purchase Agreement, to deliver to and deposit with, or cause to be delivered to and deposited with, the applicable Master
Servicer, on or before the Closing Date: (i) a copy of the Mortgage File for


 






    	-125-



    	 



    

 


each
Original Mortgage Loan (except that copies of instruments of assignment shall be forwarded by the Custodian upon request when
the originals are returned to the Custodian in accordance with Section 2.01(e) above); (ii) originals or copies
of all financial statements, appraisals, environmental reports, engineering reports, transaction screens, seismic assessment reports,
leases, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules), Insurance Policies and certificates, major
space leases, legal opinions and tenant estoppels and any other relevant documents relating to the origination and servicing of
any Mortgage Loan or Serviced Loan Combination that are reasonably necessary for the ongoing administration and/or servicing of
the applicable Mortgage Loan or Serviced Loan Combination in the possession or under the control of such Mortgage Loan Seller
that relate to the Original Mortgage Loans transferred by it to the Depositor and, to the extent that any original documents or
copies, as applicable, of the following documents are not required to be a part of a Mortgage File for any such Original Mortgage
Loan or Serviced Loan Combination, originals or copies of all documents, certificates and opinions in the possession or under
the control of such Mortgage Loan Seller that were delivered by or on behalf of the related Borrowers in connection with the origination
of such Original Mortgage Loans (provided that such Mortgage Loan Seller shall not be required to deliver any attorney-client
privileged communication, draft documents or any documents or materials prepared by it or its Affiliates for internal uses, including
without limitation, credit committee briefs or memoranda and other internal approval documents); and (iii) all unapplied
Reserve Funds and Escrow Payments in the possession or under the control of such Mortgage Loan Seller that relate to the Original
Mortgage Loans transferred by such Mortgage Loan Seller to the Depositor. The applicable Master Servicer (or a Sub-Servicer on
its behalf) shall hold all such documents, records and funds that it so receives on behalf of the Trust for the benefit of the
Certificateholders (and the Trustee as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C
Regular Interest) and, insofar as they also relate to any Serviced Pari Passu Companion Loan, on behalf of and for the benefit
of any and all related Serviced Pari Passu Companion Loan Holder(s).


 


(g)     With
respect to the Mortgage Loans identified as Loan Nos. 21, 27, 31, 39, 40, 44, 45, 57, 59, 61, 63, 68, 77 and 81 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, the related Mortgage Loan Seller or its agent will be required to, within 45 days of the Closing Date (or any shorter
period if required by the applicable comfort letter), notify the related franchisor that each such Mortgage Loan has been transferred
to the Trust and, unless only notice to the related franchisor is required, request a replacement comfort letter (or any such
new document or acknowledgement as may be contemplated under the existing comfort letter), and deliver to the applicable Master
Servicer a copy of each such notice and request and the existing comfort letters, and the applicable Master Servicer shall use
reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire
any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the applicable Master Servicer
is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of
the Closing Date, such Master Servicer will notify the related Mortgage Loan Seller that no such replacement comfort letter has
been received.


 


With
respect to the Mortgage Loans identified as Loan Nos. 19, 48 and 71 on the Mortgage Loan Schedule, which are each subject to a
franchise agreement with a related comfort


 






    	-126-



    	 



    

 


letter
in favor of the respective Mortgage Loan Seller, the related Mortgage Loan Seller will be required to take such action and/or
provide any required notice to the related franchisors (with a copy to the applicable Master Servicer) as is necessary in order
to assign any such comfort letter to the trust or to have a new comfort letter issued in the name of the Trust (with a copy to
the applicable Master Servicer) in substantially the same form as the existing comfort letter, any such action to be taken or
notice provided, as applicable, within the required timeframes set forth in the related franchise agreement or the related comfort
letter, as applicable, but in any event, no later than 45 days after the Closing Date, and the applicable Master Servicer shall
use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or
to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the applicable
Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within
120 days of the Closing Date, such Master Servicer will notify the related Mortgage Loan Seller that no such replacement comfort
letter has been received.


 


Section
2.02      Acceptance of Mortgage Loans by Trustee. (a) Subject to the other provisions in
this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf
of the Trust, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the
Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and
included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it holds and will
hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and
will hold the Original Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently delivered
to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders
and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest).
To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall
also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The
applicable Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced
Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in
trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties
hereto, each Mortgage Loan Seller and each Underwriter that, as to each Mortgage Loan, except as specifically identified in the
Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified
in clause (i) of the definition of “Mortgage File” are in its possession, and (ii) the original Mortgage
Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to
such Mortgage Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate)
and (C) purports to relate to such Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of
any such document and on the purported genuineness of any signature thereon.


 


(b)     On
or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each
Original Mortgage Loan, and the


 






    	-127-



    	 



    

 


Custodian
shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are
noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt
by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates
to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception
list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M),
the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has
received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority
Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to
this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original
Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if
any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced
Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard
to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment),
(x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged
Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type
is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report
is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been
completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing
therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear
regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower),
(B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations
referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi)
of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage
File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such
exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage
Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each
of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders, the Majority Subordinate
Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described
above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with
respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters
set forth in the form of such Exhibit M (except as set forth in such exception report). The applicable Master Servicer
shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the applicable
Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto,
provided that such Master Servicer has such information. The


 






    	-128-



    	 



    

 


contact
name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX
hereto.


 


(c)     If
a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03,
the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall
deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on
or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter
until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed,
and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund).


 


With
respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge
to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c)
or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate
Assignment of Leases.


 


With
respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual
knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating
otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c),
that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state
of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that
has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements
to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state
of incorporation or organization as so indicated on the documents provided.


 


(d)     None
of the Depositor, the Certificate Administrator, the Trustee, any Master Servicer, any Sub-Servicer, any Special Servicer, the
Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in
clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s)
are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective,
genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport
to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee,
the Certificate Administrator, the Master Servicers, any Sub-Servicer, the Special Servicers, the Custodian or the Trust Advisor
shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form,
whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether
a blanket assignment is permitted in any applicable jurisdiction.


 






    	-129-



    	 



    



 


(e)                
In performing the reviews contemplated by subsections (a) and (b) above, the
Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any
signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled
Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date
of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the
interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan
Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File”
have been received by it and such additional information as will be necessary for delivering the certifications required by
subsections (a) and (b) above.


 


Section
2.03       Certain Repurchases and Substitutions of Mortgage Loans by the Responsible Repurchase Parties.


 


(a)                
If, in the process of reviewing the documents delivered or caused to be delivered by the Mortgage
Loan Sellers as contemplated by Section 2.01(d), the Custodian discovers that any document required to have been delivered
as contemplated by Section 2.01(d) has not been so delivered, or discovers that any of the documents that were delivered
has not been properly executed, contains information that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing,
a “Document Defect”), or if, at any other time, the Custodian or any
other party hereto discovers (without implying that any such party has a duty to make or attempt to make such discovery) a Document
Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties
hereto. If any party hereto discovers (without implying that any such party has a duty to make or attempt to make such discovery)
or receives notice of a breach of any representation or warranty relating to any Mortgage Loan set forth in or made pursuant to
Section 4(b) or 4(g) of any Mortgage Loan Purchase Agreement (a “Breach”),
such party shall promptly so notify each of the other parties hereto. Upon a Responsible Officer of the Trustee obtaining actual
knowledge or receipt of notice that a Document Defect or Breach exists with respect to any Mortgage Loan, the Trustee shall notify
the Subordinate Class Representative, the Majority Subordinate Certificateholder, the Depositor, the Certificate Administrator,
the Custodian, the applicable Master Servicer, the applicable Special Servicer, the related Responsible Repurchase Party and the
Rating Agencies.


 


(b)                
Promptly upon its actual knowledge of any Material Document Defect or Material Breach with
respect to any Mortgage Loan or its receipt of notice from the Trustee or any other party to this Agreement of a Material Document
Defect or Material Breach the applicable Master Servicer, if relating to a Performing Serviced Mortgage Loan, or the applicable
Special Servicer, if relating to a Specially Serviced Mortgage Loan, shall notify the related Responsible Repurchase Party in writing
(in each case, with a copy to the Depositor) of such Material Document Defect or Material Breach, as the case may be, and direct
such Responsible Repurchase Party that it must, not later than (1) ninety (90) days from discovery of the subject Material
Document Defect or Material Breach by the Responsible Repurchase Party, or (2) ninety (90) days from the receipt by such Responsible
Repurchase Party of such notice (or,


 






    	-130-



    	 



    

 


if
(x) such Material Breach or Material Document Defect, as the case may be, relates to whether such Mortgage Loan is or, as
of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution), was a Qualified
Mortgage, and (y) such Responsible Repurchase Party discovered or received prompt written notice of the relation specified
in clause (x), then (z) within ninety (90) days after any earlier discovery by the Responsible Repurchase Party or any
party to this Agreement of such Material Breach or Material Document Defect, as the case may be) (such 90-day period, in any case,
the “Initial Resolution Period”), correct or cure such Material Document
Defect or Material Breach, as the case may be, in all material respects, or repurchase the affected Mortgage Loan (as, if and
to the extent required by the related Mortgage Loan Purchase Agreement), at the applicable Purchase Price; provided that
if such Responsible Repurchase Party certifies to the Trustee in writing (i) that such Material Document Defect or Material
Breach, as the case may be, does not relate to whether the affected Mortgage Loan is or, as of the Closing Date (or, in the case
of a Replacement Mortgage Loan, as of the related date of substitution), was a Qualified Mortgage, (ii) that such Material
Document Defect or Material Breach, as the case may be, is capable of being cured but not within the applicable Initial Resolution
Period, (iii) that such Responsible Repurchase Party has commenced and is diligently proceeding with the cure of such Material
Document Defect or Material Breach, as the case may be, during the applicable Initial Resolution Period, (iv) in the case
of a Material Document Defect, that (x) the related Mortgage Loan is not, at the end of the Initial Resolution Period, then
a Specially Serviced Mortgage Loan and a Servicing Transfer Event has not occurred as a result of a monetary default or as described
in clause (e), (f) or (g) of the definition of “Specially Serviced
Mortgage Loan” in this Agreement and (y) the Material Document Defect was not identified in a certification
delivered to the Mortgage Loan Seller by the Custodian pursuant to Section 2.02 not less than ninety (90) days prior
to the delivery of the notice of such Material Document Defect, and (v) that such Responsible Repurchase Party anticipates
that such Material Document Defect or Material Breach, as the case may be, will be cured within an additional 90-day period (such
additional 90-day period, the “Resolution Extension Period”) (a copy
of which certification shall be delivered by the Trustee to the Depositor, the applicable Master Servicer, the applicable Special
Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and the Rating Agencies), then such
Responsible Repurchase Party shall have an additional period equal to the Resolution Extension Period to complete such correction
or cure (or, upon failure to complete such correction or cure, for the applicable Responsible Repurchase Party to repurchase the
affected Mortgage Loan); and provided, further, however, that, in lieu of repurchasing the affected Mortgage
Loan as contemplated above (but, in any event, no later than such repurchase would have to have been completed), the applicable
Responsible Repurchase Party shall be permitted, during the three-month period commencing on the Startup Day for the REMIC Pool
that holds the affected Mortgage Loan (or during the two-year period commencing on such Startup Day if the affected Mortgage Loan
is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations
Section 1.860G-2(f)), to replace the affected Mortgage Loan with one or more Qualifying Substitute Mortgage Loans and to
pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to any other applicable terms and conditions
of the related Mortgage Loan Purchase Agreement and this Agreement. The parties hereto agree that delivery by the Custodian of
a certification or schedule of exceptions to a Mortgage Loan Seller or Responsible Repurchase Party shall not in and of itself
constitute delivery of notice of any Material Document Defect or knowledge of such Mortgage Loan Seller or Responsible


 






    	-131-



    	 



    

 


Repurchase
Party of any Material Document Defect. If any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 2.03,
the applicable Master Servicer shall designate the Collection Account as the account to which funds in the amount of the applicable
Purchase Price or Substitution Shortfall Amount (as the case may be) are to be wired, and the applicable Master Servicer shall
promptly notify the Trustee and the Certificate Administrator when such deposit is made. Any such repurchase or replacement of
a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this Section 2.03(b), the absence
from the Mortgage File, (i) on the Closing Date of the Mortgage Note (or a lost note affidavit and indemnity with a copy
of the Mortgage Note) and (ii) by the first anniversary of the Closing Date, of originals or copies of any other Specially
Designated Mortgage Loan Document (without the presence of any factor that reasonably mitigates such absence, nonconformity or
irregularity) shall (if the absence results from the related Mortgage Loan Seller’s failure to deliver such Specially Designated
Mortgage Loan Document in accordance with the terms of the related Mortgage Loan Purchase Agreement) be conclusively presumed
to be a Material Document Defect and shall obligate the party discovering such absence to give the Trustee prompt notice, whereupon
the Trustee shall notify the applicable Responsible Repurchase Party (with a copy to the Depositor) to cure such Material Document
Defect, or, failing that, repurchase or replace the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures
set forth, and to the extent permitted, herein and in the related Mortgage Loan Purchase Agreement. Notwithstanding this Section 2.03(b),
in the event of any Breach described in the second paragraph of Section 5(d) of any Mortgage Loan Purchase Agreement, the
remedy described in such second paragraph of such Section 5(d) shall constitute the sole remedy available to the Trustee
and any other affected Person with respect to such Breach. For the avoidance of doubt, none of the Trustee, the Certificate Administrator
or the Custodian shall have any obligation to review or approve any condition or requirement contemplated hereunder in connection
with any repurchase, removal, addition, or substitution.


 


The remedies provided
for in this Section 2.03(b) with respect to any Material Document Defect or Material Breach with respect to any Mortgage
Loan shall apply to the related REO Property.


 


If (x) a Defective
Mortgage Loan is to be repurchased or replaced as described above, (y) such Defective Mortgage Loan is part of a Cross-Collateralized
Group and (z) the applicable Document Defect or Breach does not constitute a Material Document Defect or Material Breach,
as the case may be, as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other
Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case
may be) shall be deemed to constitute a Material Document Defect or Material Breach (as the case may be) as to each such Other
Crossed Loan for purposes of the above provisions, and the related Responsible Repurchase Party shall be obligated to repurchase
or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document
Defect:


 


(A)               
the related Responsible Repurchase Party (at its expense) delivers or causes to be delivered
to the Trustee, the applicable Master Servicer and the applicable Special Servicer an Opinion of Counsel to the effect that such
Responsible Repurchase Party’s repurchase of only those Mortgage Loans as to which a Material Document Defect or Material
Breach has actually occurred


 






    	-132-



    	 



    

 


without
regard to the provisions of this paragraph (the “Affected Loan(s)”)
and the operation of the remaining provisions of this Section 2.03(b) will not result in an Adverse REMIC Event or
any Adverse Grantor Trust Event hereunder; and


 


(B)             each of the following conditions would be satisfied if the related Responsible Repurchase
Party were to repurchase or replace only the Affected Loans and not the Other Crossed Loans:


 


(I)           the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the least of (A) 0.10x below the debt service coverage ratio for
the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A-1 to the Prospectus Supplement,
(B) the debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding
calendar quarters preceding the repurchase or replacement and (C) 1.25x;


 


(II)
         the loan-to-value ratio for the Other Crossed Loans is not greater than the greatest of (A) the loan-to-value ratio,
expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the
Affected Loan(s)) set forth in Annex A-1 to the Prospectus Supplement plus 10%, (B) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the
Affected Loan(s)) at the time of repurchase or replacement and (C) 75%; and


 


(III)        the
exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group shall not impair the
ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group.


 


The determination of the applicable Master
Servicer or the applicable Special Servicer, as applicable, as to whether the conditions set forth above have been satisfied shall
be conclusive and binding in the absence of manifest error. The applicable Master Servicer or the applicable Special Servicer,
as applicable, will be entitled to cause to be delivered, or direct the related Responsible Repurchase Party to cause to be delivered,
to the applicable Master Servicer or the applicable Special Servicer, as applicable, an Appraisal of any or all of the related
Mortgaged Properties for purposes of determining whether the condition set forth in clause (II) above has been satisfied,
in each case at the expense of the related Responsible Repurchase Party if the scope and cost of the Appraisal is approved by the
related Responsible Repurchase Party and the Subordinate Class Representative (other than with respect to any Excluded Loan) (such
approval not to be unreasonably withheld in each case).


 


With respect to any Defective
Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the preceding paragraph
are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related


 






    	-133-



    	 



    

 


Responsible
Repurchase Party and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage
Loan Purchase Agreement) to forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted
to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing the Affected Loan(s) still held by the Trustee. If the exercise of remedies by one such party
would impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral securing the
Affected Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties have agreed to forbear
from exercising such remedies unless and until the Mortgage Loan Documents evidencing and securing the relevant Mortgage Loans
can be modified in a manner that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment
as a result of the exercise of remedies. Any reserve or other cash collateral or Letters of Credit securing any of the Mortgage
Loans that form a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the Mortgage Loan
Documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of
the Mortgage Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall
be binding on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.


 


To the extent necessary
and appropriate, the Trustee shall execute (or, subject to Section 3.01(b) and Section 3.10, provide the
applicable Master Servicer or the applicable Special Servicer, as applicable, with a limited power of attorney that enables the
applicable Master Servicer or the applicable Special Servicer, as applicable, to execute) the modification of the Mortgage Loan
Documents that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability
of the Responsible Repurchase Party or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing
the Mortgage Loan(s) held by such party resulting from the exercise of remedies by the other such party; provided that the
Trustee shall not be responsible or liable for any negligence with respect to, or any willful misuse of, any such power of attorney
by the applicable Master Servicer or the applicable Special Servicer, as applicable. The applicable Master Servicer shall advance
all costs and expenses incurred by the Trustee and the applicable Master Servicer with respect to any Cross-Collateralized Group
pursuant to this paragraph, and such advances and interest thereon shall (i) constitute and be reimbursable as Servicing Advances
and (ii) be included in the calculation of Purchase Price for the Mortgage Loan(s) to be repurchased or replaced. Neither
the applicable Master Servicer nor the applicable Special Servicer, as applicable, shall be liable to any Certificateholder or
any other party hereto if a modification of the Mortgage Loan Documents described above cannot be effected for any reason beyond
the control of such Master Servicer or such Special Servicer, respectively.


 


The reasonable “out-of-pocket”
costs and expenses incurred by the applicable Master Servicer, the applicable Special Servicer, the Trustee and/or the Custodian
pursuant to this Section 2.03(b), including reasonable attorney fees and expenses, shall constitute Servicing Advances
to the extent not collected from the related Responsible Repurchase Party (or, in the case of the payment obligations of LCF, from
LC Holdings, LC REIT and/or LC TRS).


 


(c)                
Whenever one or more Replacement Mortgage Loans are substituted for a Defective Mortgage Loan
by a Mortgage Loan Seller as contemplated by this Section 2.03, the


 






    	-134-



    	 



    

 


applicable
Master Servicer or the applicable Special Servicer, as applicable, shall direct the party effecting the substitution to deliver
to the Custodian the related Mortgage File and a certification to the effect that such Replacement Mortgage Loan satisfies or
such Replacement Mortgage Loans satisfy, as the case may be, all of the requirements of the definition of “Qualifying Substitute
Mortgage Loan”. No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03
if the Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which case, absent a cure of the relevant Material
Breach or Material Document Defect, the affected Mortgage Loan will be required to be repurchased as contemplated hereby. Monthly
Payments due with respect to each Replacement Mortgage Loan (if any) after the related date of substitution, and Monthly Payments
due with respect to each corresponding Deleted Mortgage Loan (if any) after its respective Cut-off Date and on or prior to the
related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Replacement Mortgage
Loan (if any) on or prior to the related date of substitution, and Monthly Payments due with respect to each corresponding Deleted
Mortgage Loan (if any) after the related date of substitution, shall not be part of the Trust Fund and are to be remitted by the
applicable Master Servicer to the party effecting the related substitution promptly following receipt.


 


If any Mortgage Loan
is to be repurchased or replaced by a Responsible Repurchase Party as contemplated by this Section 2.03, the applicable
Master Servicer or the applicable Special Servicer, as applicable, shall direct such party to amend the Mortgage Loan Schedule
to reflect the removal of any Deleted Mortgage Loan and, if applicable, the substitution of the related Replacement Mortgage Loan(s);
and, upon its receipt of such amended Mortgage Loan Schedule, the applicable Master Servicer or the applicable Special Servicer,
as applicable, shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto. Upon any
substitution of one or more Replacement Mortgage Loans for a Deleted Mortgage Loan, such Replacement Mortgage Loan(s) shall become
part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


The reasonable “out-of-pocket”
costs and expenses incurred by the applicable Master Servicer, the applicable Special Servicer, the Trustee and/or the Custodian
pursuant to this Section 2.03(c), including reasonable attorney fees and expenses, shall constitute Servicing Advances
to the extent not collected from the related Responsible Repurchase Party (or, in the case of the payment obligations of LCF, from
LC Holdings, LC REIT and/or LC TRS).


 


(d)                
Upon receipt of an Officer’s Certificate from the applicable Master Servicer to the
effect that the full amount of the Purchase Price or Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased
or replaced by the related Responsible Repurchase Party as contemplated by this Section 2.03 has been deposited in
the Collection Account, and further, if applicable, upon receipt of the Mortgage File for each Replacement Mortgage Loan (if any)
to be substituted for a Deleted Mortgage Loan, together with any certifications and/or opinions required pursuant to Section 2.03(b)
to be delivered by the applicable Responsible Repurchase Party, the Trustee and the Custodian shall each (i) release the Mortgage
File and any Additional Collateral held by it or on its behalf for the Deleted Mortgage Loan to the related Responsible Repurchase
Party or its designee and (ii) execute and deliver such instruments of release, transfer and/or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the applicable Responsible Repurchase


 






    	-135-



    	 



    

 


Party
or its designee the ownership of the Deleted Mortgage Loan, and the applicable Master Servicer or the applicable Special Servicer,
as applicable, shall notify the Depositor and the affected Borrowers of the transfers of the Deleted Mortgage Loan(s) and any
Replacement Mortgage Loan(s). In connection with any such repurchase or substitution by the related Responsible Repurchase Party,
each of the applicable Master Servicer and the applicable Special Servicer shall deliver to the applicable Responsible Repurchase
Party or its designee any portion of the related Servicing File, together with any Escrow Payments, Reserve Funds and Additional
Collateral, held by or on behalf of the applicable Master Servicer or the applicable Special Servicer, as the case may be, with
respect to the Deleted Mortgage Loan, in each case at the expense of such Responsible Repurchase Party. The reasonable “out-of-pocket”
costs and expenses, including reasonable attorneys’ fees and expenses, incurred by the applicable Master Servicer, the applicable
Special Servicer, the Trustee and/or the Custodian pursuant to this Section 2.03(d), to the extent not collected from
the related Responsible Repurchase Party (or, in the case of the payment obligations of LCF, from LC Holdings, LC REIT and/or
LC TRS), shall be reimbursable to each of them as Servicing Advances in respect of the affected Mortgage Loan.


 


(e)                
The related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders,
or the Trustee on their behalf, respecting any Document Defect or Breach with respect to any Mortgage Loan. If, in connection with
any Material Document Defect or Material Breach, the related Responsible Repurchase Party defaults on its obligations to cure such
Material Document Defect or Material Breach and fails to deliver a Loss of Value Payment as provided in Section 2.03(h),
as the case may be, in all material respects or to repurchase or replace the affected Mortgage Loan as contemplated by this Section 2.03,
then the applicable Master Servicer, if relating to a Performing Serviced Mortgage Loan, or the applicable Special Servicer, if
relating to a Specially Serviced Mortgage Loan, shall promptly notify the Trustee, the Depositor, the Certificate Administrator,
the Subordinate Class Representative and the Majority Subordinate Certificateholder, and the Certificate Administrator shall notify
the Certificateholders. Thereafter, the Trustee shall (and the applicable Special Servicer may in its own name, or, as provided
in Section 3.01(b) below, in the name of the Trustee) take such actions on behalf of the Trust with respect to the
enforcement of such repurchase/substitution obligations (or, in the case of the payment obligations of LCF in such regard, the
enforcement of the guarantee obligations of LC Holdings, LC REIT and/or LC TRS), including the institution and prosecution of appropriate
legal proceedings, as the Trustee (or, if applicable, the applicable Special Servicer) shall determine are in the best interests
of the Certificateholders (taken as a collective whole). Any and all reasonable “out-of-pocket” costs and expenses
incurred by the applicable Master Servicer, the Trustee and/or the applicable Special Servicer pursuant to this Section 2.03(e),
including, reasonable attorney’s fees and expenses, to the extent not collected from the related Responsible Repurchase Party
(or, in the case of the payment obligations of LCF, from LC Holdings, LC REIT and/or LC TRS), shall constitute Servicing Advances
in respect of the affected Mortgage Loan.


 


(f)                 
The Trustee shall not consent to the assignment by a Mortgage Loan Seller or Responsible Repurchase
Party of their respective obligations under any Mortgage Loan Purchase Agreement unless such assignment is the subject of a Rating
Agency Confirmation and, during any Subordinate Control Period, with the consent of the Subordinate Class Representative (other
than with respect to any Excluded Loan), which consent shall be deemed given if the


 






    	-136-



    	 



    

 


Subordinate
Class Representative does not respond within five (5) Business Days of receipt of the Trustee’s request.


 


(g)               
If the Depositor, the applicable Master Servicer or the applicable Special Servicer (each
a “Repurchase Request Recipient”): (1) receives a Repurchase Communication
of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or a Breach (a “Repurchase
Request”); (2) receives a Repurchase Communication of a withdrawal of a Repurchase Request by the Person
making such Repurchase Request (a “Repurchase Request Withdrawal”);
or (3) receives a Repurchase Communication that any Mortgage Loan that was subject of a Repurchase Request has been repurchased
or replaced (a “Repurchase”) or that such Repurchase Request has been
rejected (a “Repurchase Request Rejection”), then such party shall
give written notice thereof to the applicable Mortgage Loan Seller and the other parties hereto and the Other Depositor (if applicable)
promptly but in any case within ten (10) Business Days from the date of receipt thereof. Each notice required by this Section 2.03(g)
(a “Rule 15Ga-1 Notice”) shall include: (i) the date that the
Repurchase Communication relating to the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection,
as applicable, was received by the Repurchase Request Recipient; (ii) the identity of the Person making or withdrawing any
such Repurchase Communication and the related Mortgage Loan; (iii) in the case of a Repurchase Communication of a Repurchase
Request, the basis for the Repurchase Request asserted by the Person making the Repurchase Request, to the extent known to the
Repurchase Request Recipient; and (iv) in the case of a Repurchase Communication of a Repurchase Request, a statement from
the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request pursuant to Section 2.03(b).
Each Rule 15Ga-1 Notice may be delivered by electronic mail in accordance with Section 12.06. A Repurchase Request
Recipient shall not be required to provide any information under this Section 2.03(g) if and to the extent that such
information is protected by either the attorney-client privilege or the attorney work product doctrines. Each Mortgage Loan Purchase
Agreement will provide that (i) any Rule 15Ga-1 Notice is provided only to assist the Depositor, the related Mortgage Loan
Seller, the Other Depositor (if applicable) and their respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121
of Regulation AB and/or any other law or regulation, and (ii) (A) no action taken by, or inaction of, a Repurchase Request
Recipient, and (B) no information provided pursuant to this Section 2.03(g) by a Repurchase Request Recipient,
shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have
with respect to the related Mortgage Loan Purchase Agreement.


 


If the Trustee, the Certificate
Administrator or the Custodian receives a Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection, such party shall forward such Repurchase Communication as soon as possible and in any event, no
later than three (3) Business Days following receipt of such Repurchase Communication to the applicable Master Servicer, if relating
to a Performing Serviced Mortgage Loan, or to the applicable Special Servicer, if relating to a Specially Serviced Mortgage Loan
or REO Property and shall include the following statement in the related correspondence: “This is a Repurchase Communication
of a [“Repurchase Request”] [“Repurchase Request Withdrawal”] [“Repurchase”] [“Repurchase
Request Rejection”] under Section 2.03 of the Pooling and Servicing Agreement relating to the WFCM 2015-LC22
Commercial Mortgage Pass-Through Certificates requiring action by you as


 






    	-137-



    	 



    

 


the
“Repurchase Request Recipient” of such Repurchase Communication thereunder”. Upon receipt of any Repurchase
Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the applicable
Master Servicer or the applicable Special Servicer, as applicable, pursuant to the prior sentence, such party shall be deemed
a Repurchase Request Recipient in respect of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection, as applicable, and such party shall comply with the procedures set forth in the prior paragraph of this Section 2.03(g)
with respect to such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection. In no event shall this provision require the Custodian (in its capacity as Custodian) in connection with its
review of a Mortgage File to provide any notice other than as set forth in Section 2.02 of this Agreement. None of
the Trustee, the Certificate Administrator or the Custodian shall accept any oral Repurchase Communication of a Repurchase Request,
and each of the Trustee, the Certificate Administrator and the Custodian shall direct any Person making an oral Repurchase Communication
of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to submit it in writing (or
by means of electronic mail in accordance with Section 12.06) to the Certificate Administrator (who will act in accordance
with the first sentence of this paragraph). Repurchase Communications of Repurchase Requests made to the Certificate Administrator
must be submitted in writing or may be transmitted by electronic mail in accordance with Section 12.06 with a subject
line of “Repurchase Request – WFCM 2015-LC22”.


 


The parties hereto agree
that delivery of a Rule 15Ga-1 Notice shall not in and of itself constitute delivery of notice of any Material Document Defect
or Material Breach or knowledge on the part of the Responsible Repurchase Party of any Material Document Defect or Material Breach.


 


(h)                
If a Mortgage Loan Seller (or, if applicable, a related Responsible Repurchase Party), in
connection with a Material Document Defect or a Material Breach (or an allegation of a Material Document Defect or a Material Breach)
pertaining to a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan
Seller (or, if applicable, a related Responsible Repurchase Party) and the applicable Special Servicer on behalf of the Trust (with
the consent of the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) to the extent a Subordinate
Control Period or Collective Consultation Period is then in effect) (each such payment, a “Loss
of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited
into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(h)(iii) of this Agreement. If such
Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and
the Trustee on their behalf regarding any such Material Breach or Material Document Defect in lieu of any obligation of the Mortgage
Loan Seller (or, if applicable, a related Responsible Repurchase Party) to otherwise cure such Material Breach or Material Document
Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Breach or Material Document Defect under
any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage
Loan Seller (or, if applicable, a related Responsible Repurchase Party) and the Trust, provided that prior to any such agreement
or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller (or, if applicable, a


 






    	-138-



    	 



    

 


related
Responsible Repurchase Party) or the Trustee from exercising any of its rights related to a Material Document Defect or a Material
Breach in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding
this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), and provided, further,
that such Loss of Value Payment shall not be greater than the repurchase price of the affected Mortgage Loan; and provided,
further, that a Material Document Defect or a Material Breach as a result of a Mortgage Loan not constituting a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code may not be cured by a Loss of Value Payment.


 


Section
2.04       Representations and Warranties of the Depositor.


 


(a)                
The Depositor hereby represents and warrants to each of the other parties hereto and for the
benefit of the Certificateholders, as of the Closing Date, that solely as to itself:


 


(i)            
     The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of North Carolina.


 


(ii)               
The Depositor’s execution and delivery of, performance under, and compliance with this
Agreement, will not violate the Depositor’s organizational documents or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material
instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment
of the Depositor, is likely to affect materially and adversely the ability of the Depositor to perform its obligations under this
Agreement.


 


(iii)             
The Depositor has the full corporate power and authority to consummate all transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered
this Agreement. This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes
a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws
affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national
banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public
policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution
with respect to violations of securities laws.


 


(iv)               
No litigation is pending or, to the best of the Depositor’s knowledge, threatened against
the Depositor that, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or
that, in the Depositor’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of
the Depositor to perform its obligations under this Agreement.


 






    	-139-



    	 



    

 


(v)                
Immediately prior to the transfer of the Original Mortgage Loans to the Trustee for the benefit
of the Certificateholders pursuant to this Agreement, the Depositor had such right, title and interest in and to each Original
Mortgage Loan as was transferred to it by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement.
The Depositor has not transferred any of its right, title and interest in and to the Original Mortgage Loans to any Person other
than the Trustee.


 


(vi)              
The Depositor is transferring all of its right, title and interest in and to the Original
Mortgage Loans to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges,
security interests and other encumbrances created by or through the Depositor.


 


(vii)            
Except for any actions that are the express responsibility of another party hereunder or
under any Mortgage Loan Purchase Agreement, and further except for actions that the Depositor is expressly permitted to complete
subsequent to the Closing Date, the Depositor has taken all actions required under applicable law to effectuate the transfer of
all of its right, title and interest in and to the Original Mortgage Loans by the Depositor to the Trustee.


 


(viii)           
No consent, approval, license, authorization or order of any state or federal court or governmental
agency or body is required for the consummation by the Depositor of the transactions contemplated herein, except for (A) those
consents, approvals, licenses, authorizations or orders that previously have been obtained or where the lack of such consent,
approval, license, authorization or order would not have a material adverse effect on the ability of the Depositor to perform
its obligations under this Agreement and (B) those filings and recordings of the Depositor and assignments thereof that are
contemplated by this Agreement to be completed after the Closing Date.


 


(b)                
The representations and warranties of the Depositor set forth in Section 2.04(a)
shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any party hereto of any breach of any of such representations
and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering
such breach shall give prompt written notice thereof to the other parties hereto.


 


Section
2.05        Representations and Warranties of the Master Servicers.


 


(a)                
Each of the Master Servicers, for itself only, hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)                 
The Master Servicer is a national banking association duly organized, validly existing and
in good standing under the laws of the United States, and the Master Servicer is in compliance with the laws of each State in
which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except
where the failure to so qualify or comply would not materially


 






    	-140-



    	 



    

 


adversely
affect the Master Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement.


 


(ii)                
The Master Servicer’s execution and delivery of, performance under and compliance with
this Agreement, will not violate the Master Servicer’s organizational documents or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or
other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable
judgment of the Master Servicer, is likely to affect materially and adversely the ability of the Master Servicer to perform its
obligations under this Agreement.


 


(iii)               
The Master Servicer has the full power and authority to enter into and consummate all transactions
involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.


 


(iv)               
This Agreement, assuming due authorization, execution and delivery by each of the other parties
hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium
and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors
of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates,
(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law
and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification
or contribution with respect to violations of securities laws.


 


(v)               
The Master Servicer is not in violation of, and its execution and delivery of, performance
under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master
Servicer to perform its obligations under this Agreement.


 


(vi)               
No consent, approval, license, authorization or order of any state or federal court or governmental
agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those
consents, approvals, licenses, authorizations or orders that previously have been obtained or where the lack of such consent,
approval, license, authorization or order would not have a material adverse effect on the ability of the Master Servicer to perform
its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified as
a foreign corporation or entity or licensed in one or more states is not necessary for the performance by it of its obligations
hereunder.


 






    	-141-



    	 



    

 


(vii)             
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened
against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering
into this Agreement or that, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely
affect the ability of the Master Servicer to perform its obligations under this Agreement.


 


(viii)          
The Master Servicer has errors and omissions insurance that is in full force and effect or
is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(e).


 


(b)                
The representations and warranties of each Master Servicer set forth in Section 2.05(a)
shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations
and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering
such breach shall give prompt written notice to each of the other parties hereto.


 


(c)                
Any successor to a Master Servicer shall be deemed to have made, as of the date of its succession,
each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications
to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor’s jurisdiction
of organization and whether it is a corporation, partnership, bank, association or other type of organization.


 


Section
2.06        Representations and Warranties of the Special Servicers.


 


(a)                
Each Special Servicer, for itself only, hereby represents and warrants to each of the other
parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)                 
The Special Servicer is (A) in the case of the General Special Servicer, a limited liability
company in good standing under the laws of the State of Delaware and (B) in the case of the NCB Special Servicer, a national
banking association duly organized, validly existing and in good standing under the laws of the United States, and in each case,
the Special Servicer is in compliance with the laws of each State in which any related Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement, except where
the failure to so qualify or comply would not materially adversely affect the Special Servicer’s ability to perform its
obligations hereunder in accordance with the terms of this Agreement.


 


(ii)             
The Special Servicer’s execution and delivery of, performance under and compliance
with this Agreement will not violate the Special Servicer’s organizational documents or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement
or other material instrument to which it is a party or by which it is bound, which default


 






    	-142-



    	 



    

 


or
breach, in the good faith and reasonable judgment of the Special Servicer, is likely to affect materially and adversely the ability
of the Special Servicer to perform its obligations under this Agreement.


 


(iii)               
The Special Servicer has the full power and authority to enter into and consummate all transactions
involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of
this Agreement, and has duly executed and delivered this Agreement.


 


(iv)               
This Agreement, assuming due authorization, execution and delivery by each of the other parties
hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in
accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship,
moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights
of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act)
or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding
in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting
to provide indemnification or contribution with respect to violations of securities laws.


 


(v)                
The Special Servicer is not in violation of, and its execution and delivery of, performance
under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any
court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which
violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the
ability of the Special Servicer to perform its obligations under this Agreement.


 


(vi)               
No consent, approval, license, authorization or order of any state or federal court or governmental
agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, except for those
consents, approvals, licenses, authorizations or orders that previously have been obtained or where the lack of such consent,
approval, license, authorization or order would not have a material adverse effect on the ability of the Special Servicer to perform
its obligations under this Agreement.


 


(vii)             
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened
against the Special Servicer that, if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering
into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely
affect the ability of the Special Servicer to perform its obligations under this Agreement.


 


(viii)          
 The Special Servicer has errors and omissions insurance that is in full force and effect
or is self-insuring with respect to such risks, in either case in compliance with the requirements of Section 3.07(e).


 






    	-143-



    	 



    

 


(b)                
The representations and warranties of the Special Servicers set forth in Section 2.06(a)
shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any party hereto of a breach of any of such representations
and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering
such breach shall give prompt written notice to each of the other parties hereto.


 


(c)                
Any successor Special Servicer shall be deemed to have made, as of the date of its succession,
each of the representations and warranties set forth in Section 2.06(a), subject to such appropriate modifications
to the representation and warranty set forth in Section 2.06(a)(i) to accurately reflect such successor’s jurisdiction
of organization and whether it is a corporation, partnership, bank, association or other type of organization.


 


Section
2.07        Representations and Warranties of the Trust Advisor.


 


(a)                
The Trust Advisor hereby represents and warrants to each of the other parties hereto and for
the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)                 
The Trust Advisor is duly organized, validly existing and in good standing as a limited liability
company under the laws of the State of New York and possesses all licenses and authorizations necessary to the performance of
its obligations under this Agreement.


 


(ii)                The
Trust Advisor’s execution and delivery of, performance under and compliance with this Agreement will not violate the
Trust Advisor’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to
which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Trust
Advisor, is likely to affect materially and adversely the ability of the Trust Advisor to perform its obligations under this
Agreement.


 


(iii)              
The Trust Advisor has the requisite limited liability company power and authority to enter
into and consummate all transactions involving the Trust Advisor contemplated by this Agreement, has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement.


 


(iv)              
This Agreement, assuming due authorization, execution and delivery by each of the other parties
hereto, constitutes a valid, legal and binding obligation of the Trust Advisor, enforceable against the Trust Advisor in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium
and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors
of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates,
(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law
and (C) public policy considerations


 






    	-144-



    	 



    

 


regarding
the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws.


 


(v)               
The Trust Advisor is not in violation of, and its execution and
delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Trust Advisor’s reasonable judgment, is likely to affect materially and adversely the
ability of the Trust Advisor to perform its obligations under this Agreement.


 


(vi)              
No consent, approval, authorization or order of any state or federal
court or governmental agency or body is required for the consummation by the Trust Advisor of the transactions contemplated herein,
except for those consents, approvals, authorizations or orders that previously have been obtained.


 


(vii)              No
litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened against the Trust Advisor that, if determined
adversely to the Trust Advisor, would prohibit the Trust Advisor from entering into this Agreement or that, in the Trust Advisor’s
reasonable judgment, is likely to materially and adversely affect the ability of the Trust Advisor to perform its obligations
under this Agreement.


 


(viii)            The
Trust Advisor is eligible to act in such capacity hereunder in accordance with Section 3.28.


 


(b)                
The representations and warranties of the Trust Advisor set forth
in Section 2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the
Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of
a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders
or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.


 


(c)                
Any successor Trust Advisor shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth in Section 2.07(a), subject to such
appropriate modifications to the representation and warranty set forth in Section 2.07(a)(i) to accurately reflect
such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type
of organization.


 


Section
2.08        Representations
and Warranties of the Certificate Administrator.


 


(a)               
The Certificate Administrator hereby represents and warrants to
each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)                
The Certificate Administrator is duly organized, validly existing
and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations
necessary to the performance of its obligations under this Agreement.


 






    	-145-



    	 



    




 


(ii)                
The Certificate Administrator’s execution and delivery of,
performance under and compliance with this Agreement will not violate the Certificate Administrator’s organizational documents
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default
or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely
the ability of the Certificate Administrator to perform its obligations under this Agreement.


 


(iii)               
The Certificate Administrator has the requisite power and authority
to enter into and consummate all transactions involving the Certificate Administrator contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.


 


(iv)               
This Agreement, assuming due authorization, execution and delivery
by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Certificate Administrator, enforceable
against the Certificate Administrator in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights
generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as
defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.


 


(v)                
The Certificate Administrator is not in violation of, and its execution
and delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law,
any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Certificate Administrator’s reasonable judgment, is likely to affect materially
and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement.


 


(vi)               
No consent, approval, authorization or order of any state or federal
court or governmental agency or body is required for the consummation by the Certificate Administrator of the transactions contemplated
herein, except for those consents, approvals, authorizations or orders that previously have been obtained.


 


(vii)             
No litigation is pending or, to the best of the Certificate Administrator’s
knowledge, threatened against the Certificate Administrator that, if determined adversely to the Certificate Administrator, would
prohibit the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable
judgment, is likely to materially and adversely affect the ability of the Certificate Administrator to perform its obligations
under this Agreement.


 






    	-146-



    	 



    

 


(viii)            
The Certificate Administrator is eligible to act in such capacity
hereunder in accordance with Section 8.06.


 


(b)                
The representations and warranties of the Certificate Administrator
set forth in Section 2.08(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit
of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto
of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders
or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.


 


(c)                 
Any successor Certificate Administrator shall be deemed to have
made, as of the date of its succession, each of the representations and warranties set forth in Section 2.08(a), subject
to such appropriate modifications to the representation and warranty set forth in Section 2.08(a)(i) to accurately
reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or
other type of organization.


 


Section
2.09        Representations and Warranties of the Tax Administrator.



 


(a)               
The Tax Administrator hereby represents and warrants to each of
the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)                 
The Tax Administrator is duly organized, validly existing and in
good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations
necessary to the performance of its obligations under this Agreement.


 


(ii)               
The Tax Administrator’s execution and delivery of, performance
under and compliance with this Agreement will not violate the Tax Administrator’s organizational documents or constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material
breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or
breach, in the reasonable judgment of the Tax Administrator, is likely to affect materially and adversely the ability of the Tax
Administrator to perform its obligations under this Agreement.


 


(iii)              
The Tax Administrator has the requisite power and authority to enter
into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance
of this Agreement, and has duly executed and delivered this Agreement.


 


(iv)              
This Agreement, assuming due authorization, execution and delivery
by each of the other parties hereto, constitutes the valid, legal and binding obligation of the Tax Administrator, enforceable
against the Tax Administrator in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to
the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201
of the Dodd-Frank Act) or


 






    	-147-



    	 



    

 


their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing
or purporting to provide indemnification or contribution with respect to violations of securities laws.


 


(v)               
The Tax Administrator is not in violation of, and its execution
and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or
decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority,
which violation, in the Tax Administrator’s reasonable judgment, is likely to affect materially and adversely the ability
of the Tax Administrator to perform its obligations under this Agreement.


 


(vi)              
No consent, approval, authorization or order of any state or federal
court or governmental agency or body is required for the consummation by the Tax Administrator of the transactions contemplated
herein, except for those consents, approvals, authorizations or orders that previously have been obtained.


 


(vii)             
No litigation is pending or, to the best of the Tax Administrator’s
knowledge, threatened against the Tax Administrator that, if determined adversely to the Tax Administrator, would prohibit the
Tax Administrator from entering into this Agreement or that, in the Tax Administrator’s reasonable judgment, is likely to
materially and adversely affect the ability of the Tax Administrator to perform its obligations under this Agreement.


 


(viii)            
The Tax Administrator is eligible to act in such capacity hereunder
in accordance with Section 8.06.


 


(b)                
The representations and warranties of the Tax Administrator set
forth in Section 2.09(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit
of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto
of a breach of any such representations and warranties that materially and adversely affects the interests of the Certificateholders
or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto, the
Majority Subordinate Certificateholder and the Subordinate Class Representative.


 


(c)                
Any successor to the Tax Administrator shall be deemed to have made,
as of the date of its succession, each of the representations and warranties set forth in Section 2.09(a), subject
to such appropriate modifications to the representation and warranty set forth in Section 2.09(a)(i) to accurately
reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or
other type of organization.


 


Section
2.10        Representations, Warranties and Covenants of the Trustee.



 


(a)                
The Trustee hereby represents and warrants to, and covenants with,
each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:


 






    	-148-



    	 



    

 


(i)               
The Trustee is duly organized, validly existing and in good standing
as a national banking association under the laws of the United States of America and is, shall be or, if necessary, shall appoint
a co-trustee that is, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary
to ensure the enforceability of each Mortgage Loan (insofar as such enforceability is dependent upon compliance by the Trustee
with such laws) and to perform its obligations under this Agreement and possesses all licenses and authorizations necessary to
the performance of its obligations under this Agreement.


 


(ii)               
The Trustee’s execution and delivery of, performance under
and compliance with this Agreement, will not violate the Trustee’s organizational documents or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any
material agreement or other material instrument to which it is a party or by which it is bound, which breach or default, in the
good faith and reasonable judgment of the Trustee is likely to affect materially and adversely the ability of the Trustee to perform
its obligations under this Agreement.


 


(iii)               
The Trustee has the full power and authority to enter into and consummate
all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.


 


(iv)               
This Agreement, assuming due authorization, execution and delivery
by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the
Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership,
conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable,
the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank
Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding
in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting
to provide indemnification or contribution with respect to violations of securities laws.


 


(v)               
The Trustee is not in violation of, and its execution and delivery
of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any
court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which
violation, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability
of the Trustee to perform its obligations under this Agreement.


 


(vi)              
No consent, approval, authorization or order of any state or federal
court or governmental agency or body is required for the consummation by the Trustee of the transactions contemplated herein,
except for those consents, approvals, authorizations or orders that previously have been obtained.


 






    	-149-



    	 



    

 


(vii)               
No litigation is pending or, to the best of the Trustee’s
knowledge, threatened against the Trustee that, if determined adversely to the Trustee, would prohibit the Trustee from entering
into this Agreement or that, in the Trustee’s good faith and reasonable judgment, is likely to materially and adversely
affect the ability of the Trustee to perform its obligations under this Agreement.


 


(viii)              The Trustee is eligible to act as trustee hereunder in accordance
with Section 8.06.


 


(b)                 
The representations, warranties and covenants of the Trustee set
forth in Section 2.10(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit
of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto
of a breach of any such representations, warranties and covenants that materially and adversely affects the interests of the Certificateholders
or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto.


 


(c)                
Any successor Trustee shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in Section 2.10(a), subject to such appropriate
modifications to the representation, warranty and covenant set forth in Section 2.10(a)(i) to accurately reflect such
successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of
organization.


 


Section
2.11        Creation of REMIC I; Issuance of the REMIC I Regular Interests
and the REMIC I Residual Interest; Certain Matters Involving REMIC I.


 


(a)                
It is the intention of the parties hereto that the following segregated
pool of assets constitute a REMIC for federal income tax purposes and, further, that such segregated pool of assets be designated
as “REMIC I”: (i) the Mortgage Loans that are from time to time subject to this Agreement, together with (A) all
payments under and proceeds of such Mortgage Loans received after the Closing Date (other than any Post-ARD Additional Interest)
or, in the case of any such Mortgage Loan that is a Replacement Mortgage Loan, after the related date of substitution (other than
scheduled payments of interest and principal due on or before the respective Cut-off Dates for such Mortgage Loans or, in the
case of any such Mortgage Loan that is a Replacement Mortgage Loan, on or before the related date of substitution, and exclusive
of any such amounts that constitute Excess Servicing Fees), and (B) all rights of the holder of such Mortgage Loans under
the related Mortgage Loan Documents and in and to any related Additional Collateral; (ii) any REO Property acquired in respect
of any Mortgage Loan (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial
interest of the holder of the related Mortgage Loan in such REO Property); (iii) such funds and assets as from time to time
are deposited in the Collection Account (but not in the Serviced Pari Passu Companion Loan Custodial Account), the Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established (but, in the case of any such
account established with respect to a Serviced Loan Combination, subject to the rights of any Serviced Pari Passu Companion Loan
Holders), the REO Accounts (exclusive of any such amounts that constitute Excess Servicing Fees) and (iv) the rights of the
Depositor under Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5 (other than Section 5(f),
(g), (h)


 






    	-150-



    	 



    

 


and (i)) (and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17, 18
and (in the case of the Mortgage Loan Purchase Agreement between LCF, LC Holdings, LC REIT, LC TRS and the Depositor) 19)
of each Mortgage Loan Purchase Agreement. The Closing Date is hereby designated as the “Startup Day” of REMIC I within
the meaning of Section 860G(a)(9) of the Code.


 


(b)               
Concurrently with the assignment to the Trustee of the Original
Mortgage Loans and certain related assets, pursuant to Section 2.01(b), and in exchange therefor, the REMIC I Regular
Interests and the REMIC I Residual Interest shall be issued. A single separate REMIC I Regular Interest shall be issued with respect
to each Original Mortgage Loan. For purposes of this Agreement each REMIC I Regular Interest shall relate to the Original Mortgage
Loan in respect of which it was issued, to each Replacement Mortgage Loan (if any) substituted for such Original Mortgage Loan
and to each REO Mortgage Loan deemed outstanding with respect to any REO Property acquired in respect of such Original Mortgage
Loan or any such Replacement Mortgage Loan (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage
Loan, the beneficial interest of the holder of the related Mortgage Loan in any related REO Property). None of the REMIC I Regular
Interests shall be certificated. The REMIC I Regular Interests and the REMIC I Residual Interest shall collectively constitute
the entire beneficial ownership of REMIC I.


 


(c)                
The REMIC I Regular Interests shall constitute the “regular
interests” (within the meaning of Section 860G(a)(1) of the Code), and the REMIC I Residual Interest shall constitute
the sole “residual interest” (within the meaning of Section 860G(a)(2) of the Code), in REMIC I. None of the
parties hereto, to the extent it is within the control thereof, shall create or permit the creation of any other “interests”
in REMIC I (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).


 


(d)                
The designation for each REMIC I Regular Interest shall be the identification
number for the related Original Mortgage Loan set forth in the Mortgage Loan Schedule.


 


(e)                
Each REMIC I Regular Interest shall have an Uncertificated Principal
Balance. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall equal the Cut-off
Date Principal Balance of the related Original Mortgage Loan (as specified in the Mortgage Loan Schedule). On each Distribution
Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall be (1) permanently reduced by any distributions
of principal deemed made with respect to such REMIC I Regular Interest on such Distribution Date pursuant to Section 4.01(j)
and (2) further adjusted in the manner and to the extent provided in Section 4.04(c). Except as provided
in the preceding sentence and except to the extent of the recovery of amounts previously allocated as a Realized Loss as a result
of the reimbursement from principal collections of Nonrecoverable Advances, the Uncertificated Principal Balance of each REMIC
I Regular Interest shall not otherwise be increased or reduced. Deemed distributions to REMIC II in reimbursement of any Realized
Losses and Additional Trust Fund Expenses previously deemed allocated to a REMIC I Regular Interest, shall not constitute deemed
distributions of principal and shall not result in any reduction of the Uncertificated Principal Balance of such REMIC I Regular
Interest.


 






    	-151-



    	 



    

 


(f)                 
The per annum rate at which each REMIC I Regular Interest
shall accrue interest during each Interest Accrual Period is herein referred to as its “REMIC I Remittance Rate”.
The REMIC I Remittance Rate in respect of any particular REMIC I Regular Interest, for any Interest Accrual Period, shall equal:
(A) if the related Original Mortgage Loan is or was, as the case may be, a 30/360 Mortgage Loan, the related Net Mortgage
Rate then in effect (including as a result of any step-up provision) for the related Original Mortgage Loan under the original
terms of such Mortgage Loan in effect as of the Closing Date (without regard to any modifications, extensions, waivers or amendments
of such Mortgage Loan subsequent to the Closing Date, whether entered into by the applicable Master Servicer or the applicable
Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower)
and (B) if the related Original Mortgage Loan is or was, as the case may be, an Actual/360 Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the product of 12 times the Adjusted Actual/360 Accrued Interest Amount with respect
to such REMIC I Regular Interest for such Interest Accrual Period, and the denominator of which is the Uncertificated Principal
Balance of such REMIC I Regular Interest immediately prior to the Distribution Date that corresponds to such Interest Accrual
Period. 


 


The
“Adjusted Actual/360 Accrued Interest Amount” with respect to any
REMIC I Regular Interest referred to in clause (B) of the second sentence of the prior paragraph, for any Interest
Accrual Period, is an amount of interest equal to the product of (a) the Net Mortgage Rate then in effect (including as a result
of any step-up provision) for the related Mortgage Loan under the original terms of such Mortgage Loan in effect as of the Closing
Date (without regard to any modifications, extensions, waivers or amendments of such Mortgage Loan subsequent to the Closing Date,
whether entered into by the applicable Master Servicer or the applicable Special Servicer or in connection with any bankruptcy,
insolvency or other similar proceeding involving the related Borrower), multiplied by (b) a fraction, the numerator
of which is the number of days in such Interest Accrual Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such REMIC I Regular Interest immediately prior to the Distribution Date that corresponds
to such Interest Accrual Period; provided that, if the subject Interest Accrual Period occurs during (x) December
of any year that does not immediately precede a leap year or (y) January of any year, then the amount of interest calculated
with respect to the subject REMIC I Regular Interest pursuant to this definition for such Interest Accrual Period without regard
to this proviso shall be decreased by the Interest Reserve Amount, if any (and the fraction described in clause (B)
of the second sentence of the preceding paragraph shall be adjusted accordingly), with respect to the related Mortgage Loan (or
any successor REO Mortgage Loan with respect thereto) transferred, in accordance with Section 3.04(c), from the Distribution
Account to the Interest Reserve Account on the Master Servicer Remittance Date that occurs immediately following the end of such
Interest Accrual Period; and provided, further, that, if the subject Interest Accrual Period occurs during February
of any year (or during any December or January preceding the month of the Final Distribution Date), then the amount of interest
calculated with respect to the subject REMIC I Regular Interest pursuant to this definition for such Interest Accrual Period without
regard to this proviso shall be increased by the Interest Reserve Amount(s), if any (and the fraction described in clause (B)
of the second sentence of the preceding paragraph shall be adjusted accordingly), with respect to the related Mortgage Loan
(or any successor REO Mortgage Loan with respect thereto) transferred, in accordance with Section 3.05(c), from the
Interest Reserve Account to the


 






    	-152-



    	 



    

 


Distribution Account on the Master Servicer Remittance Date that occurs immediately following
the end of such Interest Accrual Period.


 


(g)                
Each REMIC I Regular Interest shall bear interest. Such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period, such interest shall accrue at the REMIC I Remittance
Rate with respect to such REMIC I Regular Interest for such Interest Accrual Period on the Uncertificated Principal Balance of
such REMIC I Regular Interest outstanding immediately prior to the related Distribution Date. The total amount of interest accrued
with respect to each REMIC I Regular Interest during each Interest Accrual Period is referred to herein as its “Uncertificated
Accrued Interest” for such Interest Accrual Period. The portion of the Uncertificated Accrued Interest with respect
to any REMIC I Regular Interest for any Interest Accrual Period that shall be distributable to REMIC II, as the holder of such
REMIC I Regular Interest, on the related Distribution Date pursuant to Section 4.01(j), shall be an amount (herein
referred to as the “Uncertificated Distributable Interest” with respect
to such REMIC I Regular Interest for the related Distribution Date) equal to (i) the Uncertificated Accrued Interest with
respect to such REMIC I Regular Interest for the related Interest Accrual Period, reduced (to not less than zero) by (ii) the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date that is allocable to such REMIC I Regular
Interest. For purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall
be allocated among all the REMIC I Regular Interests on a pro rata basis in accordance with their respective amounts of
Uncertificated Accrued Interest for the related Interest Accrual Period. If the entire Uncertificated Distributable Interest with
respect to any REMIC I Regular Interest for any Distribution Date is not deemed distributed to REMIC II, as the holder of such
REMIC I Regular Interest, on such Distribution Date pursuant to Section 4.01(j), then the unpaid portion of such Uncertificated
Distributable Interest shall be distributable with respect to such REMIC I Regular Interest for future Distribution Dates as provided
in such Section 4.01(j).


 


(h)                
Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii),
the Latest Possible Maturity Date for each REMIC I Regular Interest shall be the date that is the Rated Final Distribution Date.


 


(i)                  
The REMIC I Residual Interest will not have a principal balance
and will not bear interest.


 


Section
2.12        Conveyance of the REMIC I Regular Interests; Acceptance of the
REMIC I Regular Interests by Trustee.


 


The
Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without
recourse all of its right, title and interest in and to the REMIC I Regular Interests to the Trustee for the benefit of the Holders
of the Regular Certificates and the Class R Certificates. The Trustee acknowledges the assignment to it of the REMIC I Regular
Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future
Holders of the Regular Certificates and the Class R Certificates.


 






    	-153-



    	 



    

 


Section
2.13        Creation of REMIC II; Issuance of the REMIC II Regular Interests
and the REMIC II Residual Interest; Certain Matters Involving REMIC II. (a) It is the intention of the parties hereto
that the segregated pool of assets consisting of the REMIC I Regular Interests constitute a REMIC for federal income tax purposes
and, further, that such segregated pool of assets be designated as “REMIC II”. The Closing Date is hereby designated
as the “Startup Day” of REMIC II within the meaning of Section 860G(a)(9) of the Code.


 


(b)                
Concurrently with the assignment of the REMIC I Regular Interests
to the Trustee pursuant to Section 2.12 and in exchange therefor, the REMIC II Regular Interests and the REMIC II
Residual Interest shall be issued. None of the REMIC II Regular Interests shall be certificated. The REMIC II Regular Interests
and the REMIC II Residual Interest shall collectively constitute the entire beneficial ownership of REMIC II.


 


(c)                
The REMIC II Regular Interests shall constitute the “regular
interests” (within the meaning of Section 860G(a)(1) of the Code), and the REMIC II Residual Interest shall constitute
the sole “residual interest” (within the meaning of Section 860G(a)(2) of the Code), in REMIC II. None of the
parties hereto, to the extent it is within the control thereof, shall create or permit the creation of any other “interests”
in REMIC II (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).


 


(d)                
The REMIC II Regular Interests will have the alphabetic or alphanumeric
designations indicated in the table set forth in the Preliminary Statement under the caption “REMIC II”.


 


(e)                
Each REMIC II Regular Interest shall have an Uncertificated Principal
Balance. As of the Closing Date, the Uncertificated Principal Balance of each REMIC II Regular Interest shall equal the amount
set forth opposite such REMIC II Regular Interest in the table set forth in the Preliminary Statement under the caption “REMIC
II”. On each Distribution Date, the Uncertificated Principal Balance of each REMIC II Regular Interest shall be (1) permanently
reduced by any distributions of principal deemed made with respect to such REMIC II Regular Interest on such Distribution Date
pursuant to Section 4.01(i), and (2) further adjusted in the manner and to the extent provided in Section 4.04(b).
Except as provided in the preceding sentence and except to the extent of the recovery of amounts previously allocated as a Realized
Loss as a result of the reimbursement from principal collections of Nonrecoverable Advances, the Uncertificated Principal Balance
of each REMIC II Regular Interest shall not otherwise be increased or reduced. Deemed distributions to REMIC III in reimbursement
of any Realized Losses and Additional Trust Fund Expenses previously deemed allocated to a REMIC II Regular Interest, shall not
constitute deemed distributions of principal and shall not result in any reduction of the Uncertificated Principal Balance of
such REMIC II Regular Interest.


 


The
per annum rate at which each REMIC II Regular Interest shall accrue interest during each Interest Accrual Period is herein
referred to as its “REMIC II Remittance Rate”. The REMIC II Remittance Rate with respect to each REMIC II Regular
Interest for any Interest Accrual Period shall be the WAC Rate for such Interest Accrual Period.


 


(f)                 
Each REMIC II Regular Interest shall bear interest. Such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period, such interest shall accrue


 






    	-154-



    	 



    

 


at the REMIC II Remittance
Rate with respect to such REMIC II Regular Interest for such Interest Accrual Period on the Uncertificated Principal Balance of
such REMIC II Regular Interest outstanding immediately prior to the related Distribution Date. The total amount of interest accrued
with respect to each REMIC II Regular Interest during each Interest Accrual Period is referred to herein as its “Uncertificated
Accrued Interest” for such Interest Accrual Period. The portion of the Uncertificated Accrued Interest with respect to any
REMIC II Regular Interest for any Interest Accrual Period that shall be distributable to REMIC III, as the holder of such REMIC
II Regular Interest, on the related Distribution Date pursuant to Section 4.01(i), shall be an amount (herein referred
to as the “Uncertificated Distributable Interest” with respect to such REMIC II Regular Interest for the related Distribution
Date) equal to (i) the Uncertificated Accrued Interest with respect to such REMIC II Regular Interest for the related Interest
Accrual Period, reduced (to not less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date that is allocable to such REMIC II Regular Interest. For purposes of the foregoing, the Net Aggregate Prepayment
Interest Shortfall, if any, for each Distribution Date shall be allocated among all the REMIC II Regular Interests on a pro
rata basis in accordance with their respective amounts of Uncertificated Accrued Interest for the related Interest Accrual
Period. If the entire Uncertificated Distributable Interest with respect to any REMIC II Regular Interest for any Distribution
Date is not deemed distributed to REMIC III, as the holder of such REMIC II Regular Interest, on such Distribution Date pursuant
to Section 4.01(i), then the unpaid portion of such Uncertificated Distributable Interest shall be distributable with
respect to such REMIC II Regular Interest for future Distribution Dates as provided in such Section 4.01(i).


 


(g)                
Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii),
the Latest Possible Maturity Date for each REMIC II Regular Interest shall be the Rated Final Distribution Date.


 


(h)                
The REMIC II Residual Interest shall not have a principal balance
and shall not bear interest.


 


Section
2.14        Conveyance of the REMIC II Regular Interests; Acceptance of the
REMIC II Regular Interests by Trustee. The Depositor, as of the Closing Date, and concurrently with the execution and delivery
of this Agreement, does hereby assign without recourse all of its right, title and interest in and to the REMIC II Regular Interests
to the Trustee for the benefit of the Holders of the Regular Certificates and the Class R Certificates. The Trustee acknowledges
the assignment to it of the REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive
use and benefit of all present and future Holders of the Regular Certificates and the Class R Certificates.


 


Section
2.15        Creation of REMIC III; Issuance of the Regular Certificates,
the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest, the REMIC III Components
and the REMIC III Residual Interest; Certain Matters Involving REMIC III and the Class A-S, Class B, Class C and
Class PEX Certificates.


 


(a)                
It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC II Regular Interests constitute a REMIC for federal income tax purposes and, further, that such
segregated pool of assets be designated as “REMIC III”. The


 






    	-155-



    	 



    

 


Closing Date is hereby designated as the “Startup
Day” of REMIC III within the meaning of Section 860G(a)(9) of the Code.


 


(b)                
Concurrently with the assignment of the REMIC II Regular Interests
to the Trustee pursuant to Section 2.14 and in exchange therefor, the REMIC III Residual Interest shall be issued
and the Certificate Administrator shall execute, and the Authenticating Agent shall authenticate and deliver, to or upon the order
of the Depositor, (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A,
Class X-E, Class X-F, Class X-G, Class D, Class E, Class F and Class G Certificates in authorized denominations
and (ii) the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, and the Depositor
does hereby assign without recourse all of its right, title and interest in and to the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest to the Trustee for the benefit of (i) in the case of the Class A-S
Regular Interest, the Holders of the Class A-S Certificates and the Class PEX Certificates in respect of the Class A-S-PEX
Component, (ii) in the case of the Class B Regular Interest, the Holders of the Class B Certificates and the Class PEX
Certificate in respect of the Class B-PEX Component, and (iii) in the case of the Class C Regular Interest, the
Holders of the Class C Certificates and the Class PEX Certificates in respect of the Class C-PEX Component. The
Class X-A Certificates shall evidence the ownership of six (6) “regular interests” corresponding to the REMIC
III Components whose designations are described in the first sentence under the caption “REMIC III—Designations of
the REMIC III Components” in the Preliminary Statement hereto, the Class X-E Certificates shall evidence the ownership of
one (1) “regular interest” corresponding to the REMIC III Component whose designation is described in the second sentence
under the caption “REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto,
the Class X-F Certificates shall evidence the ownership of one (1) “regular interest” corresponding to the REMIC III
Component whose designation is described in the third sentence under the caption “REMIC III—Designations of the REMIC
III Components” in the Preliminary Statement hereto and the Class X-G Certificates shall evidence the ownership of one (1)
“regular interest” corresponding to the REMIC III Component whose designation is described in the fourth sentence
under the caption “REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto.
The interests evidenced by the Regular Certificates, together with the Class A-S Regular Interest, Class B Regular Interest
and Class C Regular Interest and the REMIC III Residual Interest, shall collectively constitute the entire beneficial ownership
of REMIC III.


 


(c)                
The Regular Certificates that are Principal Balance Certificates,
the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest and the REMIC III Components
(relating to the Interest Only Certificates), shall constitute the “regular interests” (within the meaning of Section 860G(a)(1)
of the Code), and the REMIC III Residual Interest shall constitute the sole “residual interest” (within the meaning
of Section 860G(a)(2) of the Code), in REMIC III. None of the parties hereto, to the extent it is within the control thereof,
shall create or permit the creation of any other “interests” in REMIC III (within the meaning of Treasury Regulations
Section 1.860D-1(b)(1)).


 


(d)                
[Reserved.]


 


(e)                
Each Class of Principal Balance Certificates and each of the Class A-S
Regular Interest, Class B Regular Interest and Class C Regular Interest shall have a Class


 






    	-156-



    	 



    

 


Principal Balance. As of
the Closing Date, the Class Principal Balance of each such Class of Principal Balance Certificates or Regular Interests shall
equal the amount set forth opposite such Class of Certificates or the Class A-S Regular Interest, Class B Regular Interest
or Class C Regular Interest, as applicable, in the table set forth in the Preliminary Statement under the caption “REMIC
III”. On each Distribution Date, the Class Principal Balance of each such Class of Principal Balance Certificates or the
Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, shall be permanently
reduced by any distributions of principal made in respect of such Class on such Distribution Date pursuant to Section 4.01(a)
and shall be further adjusted in the manner and to the extent provided in Section 4.04(a). Except as provided
in the preceding sentence and except to the extent of the recovery of amounts previously allocated as a Realized Loss as a result
of the reimbursement from principal collections of Nonrecoverable Advances, the Class Principal Balance of each such Class of
Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest,
as applicable, shall not otherwise be increased or reduced. Distributions in reimbursement of the Holders of any such Class of
Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest,
as applicable, for previously allocated Realized Losses and Additional Trust Fund Expenses shall not constitute distributions
of principal and shall not result in any reduction of the Certificate Principal Balances of such Principal Balance Certificates
or Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest or of the related Class Principal
Balance of such Class of Principal Balance Certificate or Class A-S Regular Interest, Class B Regular Interest or Class C
Regular Interest.


 


The
Interest Only Certificates shall not have principal balances. For purposes of accruing interest, however, each Class of Interest
Only Certificates shall have or be deemed to have a Class Notional Amount that is, as of any date of determination, equal to:
(i) in the case of the Class X-A Certificates, the total of the then Component Notional Amounts of the REMIC III Components
of the Class X-A Certificates; (ii) in the case of the Class X-E Certificates, the then Component Notional Amount of the
REMIC III Component of the Class X-E Certificates; (iii) in the case of the Class X-F Certificates, the then Component Notional
Amount of the REMIC III Component of the Class X-F Certificates; and (iv) in the case of the Class X-G Certificates, the then
Component Notional Amount of the REMIC III Component of the Class X-G Certificates.


 


None
of the REMIC III Components of the Class X-A Certificates, the REMIC III Component of the Class X-E Certificates, the REMIC
III Component of the Class X-F Certificates or the REMIC III Component of the Class X-G Certificates shall have a principal balance.
For purposes of accruing interest, however, each REMIC III Component of the Class X-A Certificates, the REMIC III Component
of the Class X-E Certificates, the REMIC III Component of the Class X-F Certificates and the REMIC III Component of the Class
X-G Certificates shall have a Component Notional Amount. The Component Notional Amount of each REMIC III Component of the Class X-A
Certificates is, as of any date of determination, equal to the then-current Uncertificated Principal Balance of the REMIC II Regular
Interest that is the Corresponding REMIC II Regular Interest for such REMIC III Component. The Component Notional Amount of the
REMIC III Component of the Class X-E Certificates is, as of any date of determination, equal to the then-current Uncertificated
Principal Balance of the REMIC II Regular Interest that is the Corresponding REMIC II Regular Interest for such REMIC III Component.
The Component Notional Amount of the REMIC III Component of the Class X-


 






    	-157-



    	 



    

 


F Certificates is, as of any date of determination, equal
to the then-current Uncertificated Principal Balance of the REMIC II Regular Interest that is the Corresponding REMIC II Regular
Interest for such REMIC III Component. The Component Notional Amount of the REMIC III Component of the Class X-G Certificates
is, as of any date of determination, equal to the then-current Uncertificated Principal Balance of the REMIC II Regular Interest
that is the Corresponding REMIC II Regular Interest for such REMIC III Component.


 


(f)                 
Each Class of Regular Certificates, each of the Class A-S,
Class B and Class C Certificates, each of the Class PEX Components, and each of the Class A-S Regular Interest,
Class B Regular Interest and Class C Regular Interest, shall have or be deemed to have a Pass-Through Rate as set forth
in the definition of “Pass-Through Rate.” The Class PEX Certificates shall not have a Pass-Through Rate, but
will be entitled to receive the sum of the interest distributable on the Class PEX Components.


 


(g)                
Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii),
the Latest Possible Maturity Date for each Class of Regular Certificates (other than the Class A-S, Class B, Class C
Certificates and the Interest Only Certificates), REMIC III Component and the Class A-S Regular Interest, Class B Regular
Interest and Class C Regular Interest shall be the Rated Final Distribution Date.


 


(h)                
The REMIC III Residual Interest shall not have a principal balance
and shall not bear interest.


 


(i)                  
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor
in and to the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest to the Trustee,
and the Trustee hereby acknowledges such assignment and declares that it holds for the benefit of the respective Holders of (i) in
the case of the Class A-S Regular Interest, the Class A-S Certificates and the Class PEX Certificates in respect
of the Class A-S-PEX Component, (ii) in the case of the Class B Regular Interest, the Class B Certificates
and the Class PEX Certificates in respect of the Class B-PEX Component, and (iii) in the case of the Class C
Regular Interest, the Class C Certificates and the Class PEX Certificates in respect of the Class C-PEX Component.
The Trustee further declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent
to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest, and the Depositor hereby acknowledges the receipt by it or its designees of
the Class A-S, Class B, Class C and Class PEX Certificates in authorized denominations.


 


Section
2.16        Issuance of the Class R Certificates.


 


Simultaneously
with the issuance of the Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C
Regular Interest, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, to or
upon the order of the Depositor, the Class R Certificates in authorized denominations, and evidencing the entire beneficial
ownership of each of the REMIC I Residual Interest, the REMIC II Residual Interest and the REMIC III Residual Interest. The rights
of the Holders of the Class R Certificates to


 






    	-158-



    	 



    

 


receive distributions from the proceeds of the Trust Fund, and all ownership
interests of such Holders in and to such distributions, shall be as set forth in this Agreement.


 


Section
2.17        Grantor Trust Pool; Issuance of the Class A-S, Class B, Class
C, Class PEX and Class V Certificates.


 


(a)                
It is the intention of the parties hereto that: (i) the segregated
pool of assets consisting of the Class A-S Specific Grantor Trust Assets shall constitute a separate portion of the Trust
Fund, and the Class A-S Certificates are hereby designated as representing undivided beneficial interests in such portion
of the Trust Fund; (ii) the segregated pool of assets consisting of the Class B Specific Grantor Trust Assets shall
constitute a separate portion of the Trust Fund, and the Class B Certificates are hereby designated as representing undivided
beneficial interests in such portion of the Trust Fund; (iii) the segregated pool of assets consisting of the Class C
Specific Grantor Trust Assets shall constitute a separate portion of the Trust Fund, and the Class C Certificates are hereby
designated as representing undivided beneficial interests in such portion of the Trust Fund; (iv) the segregated pool of
assets consisting of the Class PEX Specific Grantor Trust Assets shall constitute a separate portion of the Trust Fund, and
the Class PEX Certificates are hereby designated as representing undivided beneficial interests in such portion of the Trust
Fund; (v) the segregated pool of assets consisting of the Class V Specific Grantor Trust Assets shall constitute a separate
portion of the Trust Fund, and the Class V Certificates are hereby designated as representing undivided beneficial interests
in such portion of the Trust Fund; (vi) such portions of the Trust Fund collectively constitute a Grantor Trust for federal
income tax purposes; and (vii) such segregated pools of assets be collectively designated as the “Grantor Trust Pool”
and that the affairs of such portions of the Trust Fund shall be conducted so as to qualify as a Grantor Trust. The provisions
of this Agreement shall be interpreted consistently with the foregoing intention. The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of the Grantor Trust Pool and declares that it holds and will hold such assets
in trust for the exclusive use and benefit of all present and future Holders of the Class A-S, Class B, Class C,
Class PEX and Class V Certificates, as applicable.


 


(b)                
Simultaneously with the assignment to the Trustee of the assets
included in the Grantor Trust Pool, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, to or upon the order of the Depositor, the Class A-S, Class B, Class C, Class PEX and Class V
Certificates in authorized denominations evidencing the entire beneficial ownership of the related portions of the Grantor Trust
Pool. The rights of the Holders of the Class A-S, Class B, Class C, Class PEX and Class V Certificates
to receive distributions from the related proceeds of the Grantor Trust Pool, and all ownership interests of such Holders in and
to such distributions, shall be as set forth in this Agreement.


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01              
General Provisions.


 






    	-159-



    	 



    

 


(a)                
Each of the Master Servicers and the Special Servicers shall service
and administer the applicable Serviced Mortgage Loans, any Serviced Pari Passu Companion Loan and any applicable Administered
REO Properties that it is obligated (as provided below) to service and administer pursuant to this Agreement on behalf of the
Trustee, and in the best interests and for the benefit of the Certificateholders (or, in the case of any Serviced Loan Combination,
of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)) (as determined by the applicable Master
Servicer or the applicable Special Servicer, as the case may be, in its good faith and reasonable judgment), as a collective whole,
in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Mortgage Loans
and, in the case of any Serviced Loan Combination, the terms of the related Intercreditor Agreement (provided that, in
the event the applicable Master Servicer or the applicable Special Servicer, as applicable, in its reasonably exercised judgment
determines that following the terms of any Mortgage Loan Document would or potentially would result in an Adverse REMIC Event
(for which determination, the applicable Master Servicer and the applicable Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an Additional Trust Fund Expense by withdrawal from the Collection Accounts),
the applicable Master Servicer or the applicable Special Servicer, as applicable, must comply with the REMIC Provisions to the
extent necessary to avoid an Adverse REMIC Event) and, to the extent consistent with the foregoing, in accordance with the Servicing
Standard. The General Master Servicer shall be the Master Servicer with respect to all Mortgage Loans (other than the NCB Mortgage
Loans), any Serviced Pari Passu Companion Loan and other related assets in the Trust and, as such, shall service and administer
such Mortgage Loans, any Serviced Pari Passu Companion Loan and such other assets as shall be required of the applicable Master
Servicer hereunder and under any related Intercreditor Agreement. The General Special Servicer shall be the Special Servicer with
respect to all the Mortgage Loans (other than the NCB Co-op Mortgage Loans), any Serviced Pari Passu Companion Loan and other
related assets in the Trust and, as such, shall service and administer such Mortgage Loans, any Serviced Pari Passu Companion
Loan and such other assets as shall be required of the applicable Special Servicer hereunder and under any related Intercreditor
Agreement. The NCB Master Servicer shall be the Master Servicer with respect to the NCB Mortgage Loans and other related assets
in the Trust and, as such, shall service and administer such NCB Mortgage Loans and such other assets as shall be required of
the Master Servicer hereunder. The NCB Special Servicer shall be the Special Servicer with respect to the NCB Co-op Mortgage Loans
and other related assets in the Trust and, as such, shall service and administer such NCB Co-op Mortgage Loans and such other
assets as shall be required of the Special Servicer hereunder. For purposes of this Agreement and any references to the duties
and obligations of the Master Servicers or Special Servicers, any references to Mortgage Loans in the context of such duties and/or
obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable Master Servicer or the applicable
Special Servicer and no other Mortgage Loan, Serviced Pari Passu Companion Loan or other related asset in the Trust serviced hereunder,
unless specifically indicated otherwise. In clarification of, and neither in addition to nor in deletion of the duties and obligations
of the applicable Master Servicer or the applicable Special Servicer pursuant to this Agreement, no provision herein contained
shall be construed as an express or implied guarantee by the applicable Master Servicer or the applicable Special Servicer of
the collectability or recoverability of payments on the Mortgage Loans or any Serviced Pari Passu Companion Loan or shall be construed
to impair or adversely affect any rights or benefits provided by this


 






    	-160-



    	 



    

 


Agreement to the applicable Master Servicer or the applicable
Special Servicer (including with respect to Master Servicing Fees or the right to be reimbursed for Advances). Any provision in
this Agreement for any Advance by the applicable Master Servicer, the applicable Special Servicer or the Trustee is intended solely
to provide liquidity for the benefit of the Certificateholders and, if applicable, any Serviced Pari Passu Companion Loan Holders,
and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage
Loans. No provision hereof shall be construed to impose liability on the applicable Master Servicer or the applicable Special
Servicer for the reason that any recovery to the Certificateholders (or, in the case of any Serviced Loan Combination, to the
Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)) in respect of a Mortgage Loan at any time after
a determination of present value recovery made in its reasonable and good faith judgment in accordance with the Servicing Standard
by the applicable Master Servicer or the applicable Special Servicer hereunder at any time is less than the amount reflected in
such determination. Without limiting the foregoing, and subject to Section 3.21, (i) the applicable Master Servicer
shall service and administer all related Performing Serviced Mortgage Loans and related Performing Serviced Pari Passu Companion
Loans, (ii) the applicable Special Servicer shall service and administer (x) each Serviced Mortgage Loan and each Serviced
Pari Passu Companion Loan (other than Corrected Mortgage Loans) as to which a Servicing Transfer Event has occurred, and (y) each
Administered REO Property; provided that the applicable Master Servicer shall continue to (A) make P&I Advances
required hereunder with respect to each related Mortgage Loan that constitutes a Specially Serviced Mortgage Loan and each related
successor REO Mortgage Loan in respect thereof, (B) make Servicing Advances required hereunder with respect to any related
Specially Serviced Mortgage Loans and Administered REO Properties (and related REO Mortgage Loans), (C) receive payments,
collect information and deliver reports to the Certificate Administrator and the Trustee required hereunder with respect to any
related Specially Serviced Mortgage Loans and Administered REO Properties (and the related REO Mortgage Loans), and (D) render
such incidental services with respect to any related Specially Serviced Mortgage Loans and Administered REO Properties as and
to the extent as may be specifically provided for herein. In addition, the applicable Master Servicer shall notify the applicable
Special Servicer within three (3) Business Days following its receipt of any collections on any Specially Serviced Mortgage Loan
or REO Mortgage Loan, the applicable Special Servicer shall within one Business Day thereafter notify the applicable Master Servicer
with instructions on how to apply such collections and the applicable Master Servicer shall apply such collections in accordance
with such instructions within one Business Day following the applicable Master Servicer’s receipt of such notice.


 


(b)                
Subject to Section 3.01(a) and the other terms and provisions
of this Agreement, the applicable Master Servicer and the applicable Special Servicer shall each have full power and authority,
acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection
with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing,
the applicable Master Servicer (with respect to those Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan that
it is obligated to service and administer pursuant to this Agreement) and the applicable Special Servicer (with respect to (x)
Special Servicer Decisions and Material Actions on the Serviced Mortgage Loans that both are (1) Non-WFB Mortgage Loans and (2)
required to be serviced and administered by the Special Servicer pursuant to this Agreement, and (y) the Specially Serviced Mortgage
Loans and Administered REO Properties


 






    	-161-



    	 



    

 


that it is obligated to service and administer pursuant to this Agreement), in its own name
or in the name of the Trustee, is hereby authorized and empowered by the Trustee (and in the case of any Serviced Loan Combination
is, pursuant to the related Intercreditor Agreement, authorized by the related Serviced Pari Passu Companion Loan Holder) to execute
and deliver, on behalf of the Certificateholders, the Trustee (and in the case of any Serviced Loan Combination), the related
Serviced Pari Passu Companion Loan Holder, or any of them: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the Mortgage or other security document in the related
Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;
and (iii) subject to Sections 3.08, 3.20 and 3.24) any and all assumptions, modifications, waivers, substitutions, extensions,
amendments, consents to transfers of interests in Borrowers, consents to any subordinate financings to be secured by any related
Mortgaged Property, consents to any mezzanine financing to be secured by ownership interests in a Borrower, consents to and monitoring
of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property
or otherwise, consents to other matters that pursuant to the applicable Mortgage Loan Documents require the consent of the holder
of the Mortgage, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties (including agreements and requests by any Borrower with respect to modifications of the standards of operation and
management of the Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers
and privileges granted or provided to the holder of any Serviced Mortgage Loan under the related Mortgage Loan Documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements that may be requested
by any Borrower or its tenants, documents granting, modifying or releasing (or joining the Borrower therein) any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments
relating to the custody of any collateral that now secures or hereafter may secure any Serviced Mortgage Loan and any other consents.
Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the applicable Master
Servicer or the applicable Special Servicer, furnish, or cause to be so furnished, to the applicable Master Servicer or the applicable
Special Servicer, as the case may be, any limited powers of attorney substantially in the form attached as Exhibit L
hereto (or such other form as mutually agreed to by the Trustee and the applicable Master Servicer or the applicable Special Servicer,
as applicable) and other documents (each of which shall be prepared by the applicable Master Servicer or the applicable Special
Servicer, as the case may be) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder;
provided that the Trustee shall not be held responsible or liable for any negligence with respect to, or any willful misuse
of, any such power of attorney by the applicable Master Servicer or the applicable Special Servicer. Without limiting the generality
of the foregoing, the Trustee shall execute and deliver to the applicable Master Servicer and the applicable Special Servicer,
on or before the Closing Date, a power of attorney substantially in the form attached as Exhibit L hereto (or such
other form as mutually agreed to by the Trustee and the applicable Master Servicer or the applicable Special Servicer, as applicable).
Notwithstanding anything contained herein to the contrary, neither the applicable Master Servicer nor the applicable Special Servicer
shall, without the Trustee’s written consent: (i) initiate any action, suit or


 






    	-162-



    	 



    

 


proceeding solely under the Trustee’s
name without indicating the applicable Master Servicer’s or applicable Special Servicer’s, as applicable, representative
capacity; provided, however, that in those jurisdictions in which the foregoing requirement would not be legally
or procedurally permissible, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide five
(5) Business Days’ prior written notice to the Trustee of the initiation of such action, suit or proceeding (or provide
such prior notice as the applicable Master Servicer or the applicable Special Servicer, as applicable, shall determine in its
reasonable judgment exercised in accordance with the Servicing Standard, to be reasonably practicable prior to filing such action,
suit or proceeding) (and shall not be required to obtain the Trustee’s written consent or indicate the applicable Master
Servicer’s or applicable Special Servicer’s, as applicable, representative capacity); or (ii) take any action
with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. The applicable Master
Servicer and the applicable Special Servicer shall indemnify (out of its own funds without reimbursement therefor) the Trustee
for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of
such power of attorney by the applicable Master Servicer or the applicable Special Servicer, as the case may be.


 


(c)                
The applicable Master Servicer or the applicable Special Servicer,
as the case may be, in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single
Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard and applicable law and in accordance
with this Agreement.


 


(d)                
The relationship of the applicable Master Servicer and the applicable
Special Servicer to the Trustee and, unless they are the same Person, one another under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)                
Notwithstanding anything herein to the contrary, the parties hereto
acknowledge and agree that each of the applicable Master Servicer’s and applicable Special Servicer’s obligations
and responsibilities hereunder and the applicable Master Servicer’s and applicable Special Servicer’s authority with
respect to the Non-Serviced Loan Combinations and any REO Property that is not an Administered REO Property is limited by and
subject to the terms of the related Intercreditor Agreements and the rights, responsibilities and obligations of the Non-Trust
Master Servicer, the Non-Trust Special Servicer and the Non-Trust Trustee under the related Non-Trust Pooling and Servicing Agreement.
The applicable Master Servicer shall, to the extent directed and instructed as contemplated by Section 3.01(g), enforce
the rights of the Trustee (as holder of each Non-Trust-Serviced Pooled Mortgage Loan) under the related Intercreditor Agreement
and the related Non-Trust Pooling and Servicing Agreement.


 


(f)                 
Nothing contained in this Agreement shall limit the ability of the
applicable Master Servicer or the applicable Special Servicer to lend money to (to the extent not secured, in whole or in part,
by any Mortgaged Property, except, in the case of an NCB Co-op Mortgage Loan, any such indebtedness as to which the NCB Subordinate
Debt Conditions have been satisfied, which indebtedness may be secured by a lien on the related Mortgaged Property), accept deposits
from and otherwise generally engage in any kind of business or dealings with any Borrower as though the applicable Master Servicer
or the applicable Special Servicer was


 






    	-163-



    	 



    

 


not a party to this Agreement or to the transactions contemplated hereby; provided
that this sentence shall not be construed to modify or supersede the Servicing Standard.


 


(g)                
The parties hereto acknowledge that each Non-Trust-Serviced Pooled
Mortgage Loan and any REO Property that is not an Administered REO Property is subject to the terms and conditions of the related
Intercreditor Agreement and the related Non-Trust Pooling and Servicing Agreement. The parties hereto recognize the respective
rights and obligations of the “Initial Note Holders” and “Note Holders” (or the analogous term) under
the Intercreditor Agreements for such Non-Trust-Serviced Pooled Mortgage Loans, including with respect to the allocation of collections
and losses on or in respect of such Non-Trust-Serviced Pooled Mortgage Loans and the related Non-Serviced Pari Passu Companion
Loans and the making of payments to the “Initial Note Holders” and “Note Holders” in accordance with each
such Intercreditor Agreement and the related Non-Trust Pooling and Servicing Agreement. The parties hereto further acknowledge
that, pursuant to the related Intercreditor Agreement(s) for each Non-Trust-Serviced Pooled Mortgage Loan and any REO Property
that is not an Administered REO Property, each Non-Trust-Serviced Pooled Mortgage Loan, the related Non-Serviced Pari Passu Companion
Loan and any REO Property that is not an Administered REO Property are to be serviced and administered by the related Non-Trust
Master Servicer and related Non-Trust Special Servicer in accordance with the related Non-Trust Pooling and Servicing Agreement.
Although each Non-Trust-Serviced Pooled Mortgage Loan is not a Serviced Mortgage Loan hereunder, the applicable Master Servicer
hereunder for each such Non-Trust-Serviced Pooled Mortgage Loan shall have certain duties as set forth herein and shall constitute
the “Master Servicer” hereunder with respect to each such Non-Trust-Serviced Pooled Mortgage Loan. The applicable
Special Servicer shall have no obligations under this Agreement for servicing any Non-Serviced Loan Combinations or related REO
Property.


 


With
respect to any Non-Trust-Serviced Pooled Mortgage Loan, the parties to this Agreement shall have no obligation or authority to
supervise respective parties to the related Non-Trust Pooling and Servicing Agreement (but this statement shall not relieve them
of liabilities they may otherwise have in their capacities as parties to such Non-Trust Pooling and Servicing Agreement) or to
make Servicing Advances with respect to any such Non-Trust-Serviced Pooled Mortgage Loan. If there are at any time amounts due
from the Trust, as holder of a Non-Trust-Serviced Pooled Mortgage Loan, to any party under the related Intercreditor Agreement
or the related Non-Trust Pooling and Servicing Agreement pursuant to the terms thereof, the applicable Master Servicer shall notify
the applicable Special Servicer and the Subordinate Class Representative, and the applicable Master Servicer shall pay such amounts
out of the related Collection Account. Except as otherwise expressly addressed in Section 3.20, if a party to the
Non-Trust Pooling and Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan requests the Trustee to consent
to a modification, waiver or amendment of, or other loan-level action related to, such Non-Trust-Serviced Pooled Mortgage Loan,
then the Trustee shall promptly deliver a copy of such request to the applicable Master Servicer to be addressed by the applicable
Master Servicer pursuant to Section 3.20(g); provided that, if such Non-Trust-Serviced Pooled Mortgage Loan
were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then the applicable Master
Servicer shall not grant such direction without first having obtained such Rating Agency Confirmation (payable at the expense
of the party requesting such approval of the Trustee, if a Certificateholder or a party to this Agreement, otherwise from the
Collection Account). If a Responsible Officer of the


 






    	-164-



    	 



    

 


Trustee receives actual notice of a “servicer termination event”
(or other similar term) under the related Non-Trust Pooling and Servicing Agreement, then (during any Subordinate Control Period
or Collective Consultation Period) the Trustee shall notify (in writing), and direct the applicable Master Servicer to act in
accordance with the instructions of, the Subordinate Class Representative (other than with respect to any Non-Trust-Serviced Pooled
Mortgage Loan that is an Excluded Loan); provided that, during a Senior Consultation Period, or if such instructions are
not provided within a reasonable time period (not to exceed ten (10) Business Days or such lesser response time as is afforded
under the related Non-Trust Pooling and Servicing Agreement), or if the applicable Master Servicer is not permitted by the related
Non-Trust Pooling and Servicing Agreement to follow such instructions, or if the matter is with respect to an Excluded Loan, then
the Trustee shall direct the applicable Master Servicer to take such action or inaction (to the extent permitted by the related
Non-Trust Pooling and Servicing Agreement), as directed in writing by the Holders of the Certificates entitled to a majority of
the Voting Rights (such direction communicated to the applicable Master Servicer by the Trustee) within a reasonable period of
time that does not exceed such response time as is afforded under the related Non-Trust Pooling and Servicing Agreement. If the
Trustee receives a request from any party to a Non-Trust Pooling and Servicing Agreement for consent to or approval of a modification,
waiver or amendment of such Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, or the adoption
of any servicing agreement that is the successor to and/or in replacement of such Non-Trust Pooling and Servicing Agreement in
effect as of the Closing Date or a change in servicer under such Non-Trust Pooling and Servicing Agreement, then the Trustee shall
not grant such consent or approval unless it receives the consent of the applicable Master Servicer under this Agreement, the
consent of the Subordinate Class Representative (during any Subordinate Control Period or Collective Consultation Period and other
than with respect to any Non-Trust-Serviced Pooled Mortgage Loan that is an Excluded Loan) and a Rating Agency Confirmation (at
the expense of the party requesting such approval of the Trustee, if a Certificateholder or a party to this Agreement, otherwise
from the Collection Account) from each Rating Agency to the effect that such consent or approval would not result in an Adverse
Rating Event with respect to any Class of Rated Certificates. During the continuation of any “servicer termination event”
(or other similar term) under a Non-Trust Pooling and Servicing Agreement, each of the Trustee, the applicable Master Servicer
and the applicable Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The
reasonable costs and expenses incurred by the applicable Master Servicer or the applicable Special Servicer in connection with
such enforcement shall be an Additional Trust Fund Expense. The Trustee, the applicable Master Servicer and the applicable Special
Servicer shall each promptly forward all material notices or other communications delivered to it in connection with each Non-Trust
Pooling and Servicing Agreement to the other such parties, the Depositor and (other than with respect to any Non-Trust-Serviced
Pooled Mortgage Loan that is an Excluded Loan) the Subordinate Class Representative and, if such notice or communication is in
the nature of a notice or communication that would be required to be delivered to the Rating Agencies if the related Non-Trust-Serviced
Pooled Mortgage Loan were a Serviced Mortgage Loan, to the Rule 17g-5 Information Provider (who shall promptly post such notice
to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)). Any obligation of the
applicable Master


 






    	-165-



    	 



    

 


Servicer or the applicable Special Servicer, as applicable, to provide information and collections to the Trustee,
the Certificate Administrator and the Certificateholders with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall be
dependent on its receipt of the corresponding information and collections from the related Non-Trust Master Servicer or the related
Non-Trust Special Servicer.


 


(h)                
With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the
parties to this Agreement agree as follows:


 


(i)                 
the Trust shall be responsible for its pro rata share of
any “Nonrecoverable Servicing Advances” (or the analogous term) (as defined in the related Non-Trust Pooling and Servicing
Agreement) (and advance interest thereon) and any “Additional Trust Fund Expenses” (or the analogous term) (as defined
in the related Non-Trust Pooling and Servicing Agreement), but only to the extent that they relate to servicing and administration
of the related Non-Serviced Loan Combination, including without limitation, any unpaid “Special Servicing Fees”, “Liquidation
Fees” and “Workout Fees” (or the analogous terms) (each, as defined in the related Non-Trust Pooling and Servicing
Agreement) relating to the related Non-Serviced Loan Combination, and that if the funds received with respect to the related Non-Serviced
Loan Combination are insufficient to cover “Servicing Advances” or “Additional Trust Fund Expenses” (or
the analogous term) (each as defined in the related Non-Trust Pooling and Servicing Agreement), (i) the applicable Master
Servicer shall, promptly following notice from the Non-Trust Master Servicer, reimburse the Non-Trust Master Servicer, the Non-Trust
Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable (such reimbursement, to the
extent owed to the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, may be paid by
the applicable Master Servicer to the Non-Trust Master Servicer, who shall pay such amounts to the Non-Trust Special Servicer,
the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable), out of general collections in either Collection
Account for the Trust’s pro rata share of any such “Nonrecoverable Servicing Advances” and/or “Additional
Trust Fund Expenses”, and (ii) if the related Non-Trust Pooling and Servicing Agreement permits the Non-Trust Master
Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee to reimburse itself
from the related trust’s general collections, then the parties to this Agreement hereby acknowledge and agree that the Non-Trust
Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable,
may do so and the applicable Master Servicer shall be required to, promptly following notice from the Non-Trust Master Servicer,
reimburse the related trust out of general collections in the applicable Collection Account for the Trust’s pro rata
share of any such “Nonrecoverable Servicing Advances” and/or “Additional Trust Fund Expenses”; provided,
however, that to the extent of any insufficiency of general collections in the applicable Collection Account, the other
Master Servicer shall, subject to and in accordance with Section 3.05(a)(I)(xxiii), reimburse the related trust for
the amount of such insufficiency out of general collections in its Collection Account as an Uncovered Amount;


 






    	-166-



    	 



    

 


(ii)                
each of the Indemnified Parties shall be indemnified (as and to
the same extent the related trust established pursuant to the related Non-Trust Pooling and Servicing Agreement is required to
indemnify each of such Indemnified Parties in respect of other mortgage loans in such trust pursuant to the terms of the related
Non-Trust Pooling and Servicing Agreement) by the Trust, against any of the Indemnified Items to the extent of the Trust’s
pro rata share of such Indemnified Items, and to the extent amounts on deposit in the “Pari Passu Companion Loan
Custodial Account” (as such term or other similar term is defined in the related Non-Trust Pooling and Servicing Agreement)
are insufficient for reimbursement of such amounts, the applicable Master Servicer shall, promptly following notice from the Non-Trust
Master Servicer, reimburse each of the applicable Indemnified Parties for the Trust’s pro rata share of the insufficiency
out of general funds in the Collection Account;


 


(iii)               
the Certificate Administrator shall deliver to the Non-Trust Trustee,
the Non-Trust Certificate Administrator, the Non-Trust Special Servicer, the Non-Trust Master Servicer and the Non-Trust Trust
Advisor (provided that such contact information has been provided to the Certificate Administrator) (with a copy to be sent to
the applicable Master Servicer and applicable Special Servicer) (A) promptly following the Closing Date, written notice in
the form of Exhibit U attached hereto, stating that, as of the Closing Date, the Trustee is the holder of such Non-Trust-Serviced
Pooled Mortgage Loan and directing each such recipient to remit to the applicable Master Servicer all amounts payable to, and
to forward, deliver or otherwise make available, as the case may be, to the applicable Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder
of such Non-Trust-Serviced Pooled Mortgage Loan under the related Intercreditor Agreement and the related Non-Trust Pooling and
Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator, the applicable
Master Servicer, the applicable Special Servicer and the party designated to exercise the rights of the “Non-Controlling
Note Holder” under each Intercreditor Agreement), and (B) notice of any subsequent change in the identity of the applicable
Master Servicer; and


 


(iv)               
the Non-Trust Master Servicer, the Non-Trust Special Servicer and
the related trust established pursuant to the related Non-Trust Pooling and Servicing Agreement shall be third party beneficiaries
of this Section 3.01(h).


 


(i)                  
In the event that any Mortgage Loan included in any Serviced Loan
Combination is no longer part of the Trust Fund, such Mortgage Loan and the related Serviced Loan Combination shall continue to
be serviced and administered under this Agreement by the applicable Master Servicer and the applicable Special Servicer until
a successor servicing agreement, acceptable to the parties thereto, is entered into with the consent of the holder of such Mortgage
Loan and the related Pari Passu Companion Loan; provided, however, that, as of the time such Mortgage Loan is no
longer part of the Trust Fund, such Serviced Loan Combination and the related Mortgaged Property shall be serviced for the benefit
of the holders of such Serviced Loan Combination as if they were the sole assets serviced and administered hereunder, and the
sole source of funds hereunder (other than with respect to the reimbursement of Nonrecoverable Advances made while such Mortgage
Loan was part of the Trust Fund) and that


 






    	-167-



    	 



    

 


there shall be no further obligation of any Person to make P&I Advances. The Master
Servicing Fee, the Special Servicing Fee, the Liquidation Fee and/or the Workout Fee with respect to such Serviced Loan Combination
shall continue to be calculated based on the entire principal amount of such Serviced Loan Combination. All amounts due to the
applicable Master Servicer and the applicable Special Servicer (including Advances and interest thereon) pursuant to this Agreement
and the applicable Intercreditor Agreement shall be paid to the applicable Master Servicer and the applicable Special Servicer
on the first Master Servicer Remittance Date following removal of the Mortgage Loan from the Trust Fund and any related Master
Servicer Remittance Date thereafter. In addition, until such time as a separate servicing agreement with respect to such Serviced
Loan Combination and any related REO Property has been entered into, notwithstanding that neither such Mortgage Loan nor any related
REO Property is part of the Trust Fund, the Custodian shall continue to hold the Mortgage File.


 


Section
3.02        Collection of Mortgage Loan Payments. (a) Each of the
applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the
terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans
and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing
Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable
Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents);
and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable
Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment
Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests
for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced
Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due
under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional
Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such
Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20
and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the
Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master
Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply
excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing,
the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection
with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan.


 


(b)                
At least ninety (90) days prior to the Stated Maturity Date of each
Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower
of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon
Payment will be paid by such maturity date.


 






    	-168-



    	 



    

 


(c)                
With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if
the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by
the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related
Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide
notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.


 


Section
3.03        Collection of Taxes, Assessments and Similar Items; Servicing
Accounts; Reserve Accounts. (a) Each Master Servicer shall establish and maintain one or more segregated accounts (“Servicing
Accounts”), in which all Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced
Pari Passu Companion Loan, shall be deposited and retained, separate and apart from its own funds. Subject to any terms of the
related Mortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing
Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related
Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and
may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together
with interest earned thereon), only as follows: (i) to effect the payment of real estate taxes, assessments, insurance premiums
(including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the
related Mortgaged Property; (ii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu
Companion Loan to cover any of the items described in the immediately preceding clause (i); (iii) to refund to the
related Borrower any sums as may be determined to be overages; (iv) to pay interest or other income, if required and as described
below, to the related Borrower on balances in the related Servicing Account (or, if and to the extent not payable to the related
Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account
for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required to be applied
to the repair or restoration of the related Mortgaged Property, (vi) after an event of default, to pay the principal of,
accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to
withdraw amounts deposited in a Servicing Account in error; or (viii) to clear and terminate the Servicing Accounts at the
termination of this Agreement in accordance with Section 9.01. The applicable Master Servicer shall pay or cause to
be paid to the related Borrowers interest and other income, if any, earned on the investment of funds in Servicing Accounts maintained
thereby, if and to the extent required by law or the terms of the related Mortgage Loan Documents. If a Master Servicer shall
deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such
amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are
received by the applicable Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion
Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments
to the applicable Master Servicer for deposit in the applicable Servicing Account(s).


 






    	-169-



    	 



    

 


(b)                
The applicable Master Servicer shall as to each related Serviced
Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan): (i) maintain accurate
records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar
items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof
and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and effect payment thereof prior to the applicable penalty or termination date. For
purposes of effecting any such payment with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable
Master Servicer shall apply Escrow Payments as allowed under the terms of the related Mortgage Loan Documents; provided
that if such Mortgage Loan or Serviced Pari Passu Companion Loan does not require the related Borrower to escrow for the payment
of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer
(or, if such Mortgage Loan or the related Serviced Loan Combination becomes a Specially Serviced Mortgage Loan, the applicable
Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts to enforce the requirement
of the related Mortgage Loan Documents that the related Borrower make payments in respect of such items at the time they first
become due.


 


(c)                
In accordance with the Servicing Standard, but subject to Section 3.11(h),
the applicable Master Servicer, with respect to each related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including
each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan) shall make a Servicing
Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of
effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable),
and (iii) premiums on Insurance Policies (including, premiums on any Environmental Insurance Policy), in each instance prior
to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected
from the related Borrower are insufficient to pay such item when due, and (y) the related Borrower has failed to pay such
item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable
Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance
with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date,
in which case the applicable Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such
amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary,
not later than five (5) Business Days following confirmation by the applicable Master Servicer that such amounts have not been
paid by the applicable penalty date. All such Advances shall be reimbursable in the first instance from related collections from
the Borrowers and further as provided in Section 3.05(a). No costs incurred by the applicable Master Servicer in effecting
the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of any Mortgaged Property shall,
for purposes hereof, including calculating monthly distributions to Certificateholders, be added to the respective unpaid principal
balances or Stated Principal Balances of the subject Mortgage Loan or Serviced Pari Passu Companion Loan, notwithstanding that
the terms of such Mortgage Loan or Serviced Pari Passu Companion Loan so permit; provided that this sentence shall not
be construed to limit the rights of the applicable


 






    	-170-



    	 



    

 


Master Servicer or the applicable Special Servicer on behalf of the Trust to
enforce any obligations of the related Borrower under such Mortgage Loan.


 


(d)                
Each Master Servicer shall establish and maintain one or more accounts,
which may be sub-account(s) of the Servicing Accounts or segregated account(s) (“Reserve
Accounts”), in which all Reserve Funds, if any, received by it with respect to the related Serviced Mortgage
Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained, separate and apart from its own funds. Subject to
any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held,
each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law
and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Reserve Accounts maintained
by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan
(together with interest earned thereon), only as follows: (i) in the case of Reserve Funds that are intended to cover specific
costs and expenses, to pay for, or to reimburse the related Borrower in connection with, the costs associated with the related
tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation,
litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were
intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds
intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage
Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the applicable Master Servicer, the applicable Special Servicer
or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari
Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if
any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement
that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release
such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such
Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied;
(v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve
Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount
of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the applicable Master Servicer);
(vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal
of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan;
or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01.
If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of
Reserve Funds, then the applicable Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount
of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount
of a Reserve Account and, to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents,
in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the
applicable Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the applicable Special


 






    	-171-



    	 



    

 


Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any
out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the applicable Master Servicer or
the applicable Special Servicer to enable the applicable Master Servicer or the applicable Special Servicer, as the case may be,
to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the
extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion
Loan.


 


(e)                 
To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari
Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed.
To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed
pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall
request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later
of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent
that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master
Servicer shall notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative (other than with respect
to any Excluded Loan), the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) and (if affected)
the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer shall promptly notify the Trustee, the
applicable Special Servicer, the Subordinate Class Representative (other than with respect to any Excluded Loan) and any affected
Serviced Pari Passu Companion Loan Holders if such Master Servicer determines that the Borrower under any Serviced Mortgage Loan
or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari
Passu Companion Loan in respect of environmental matters.


 


(f)                 
Subject to applicable law and the terms of the related Mortgage
Loan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance
with the provisions of Section 3.06.


 


(g)                
With respect to each Serviced Mortgage Loan or Serviced Pari Passu
Companion Loan that requires the related Borrower to establish and maintain one or more lock-box, cash management or similar accounts,
the applicable Master Servicer shall establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance
with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless
the Mortgage Loan Documents otherwise so require. The applicable Master Servicer shall apply the funds deposited in such accounts
in accordance with terms of the related Mortgage Loan Documents, any lock-box, cash management or similar agreement and the Servicing
Standard.


 






    	-172-



    	 



    

 


Section
3.04        Collection
Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan
Custodial Account and Loss of Value Reserve Fund. (a) Each Master Servicer shall segregate and hold all funds collected
and received by it in connection with the Mortgage Loans serviced by it hereunder, separate and apart from its own funds and general
assets. In connection therewith, each Master Servicer shall establish and maintain one or more segregated accounts as its Collection
Account, in which the funds described below are to be deposited and held on behalf of the Trustee for the benefit of the Certificateholders.
Each account that constitutes a Collection Account shall be an Eligible Account. Each Master Servicer shall deposit or cause to
be deposited in its Collection Account, within two (2) Business Days of receipt by it of properly identified funds (in the case
of payments by Borrowers or other collections on the Mortgage Loans) or as otherwise required hereunder, the following payments
and collections received or made by or on behalf of the applicable Master Servicer subsequent to the Closing Date with respect
to the Mortgage Loans serviced by it hereunder and any REO Properties acquired in respect thereof (other than in respect of scheduled
payments of principal and interest due and payable on such Mortgage Loans on or before their respective Cut-off Dates (or, in
the case of a Replacement Mortgage Loan, on or before the related date of substitution), which payments shall be delivered promptly
to the related Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without
recourse):


 


(i)                
all payments (from whatever source) on account of principal of such
Mortgage Loans, including Principal Prepayments;


 


(ii)              
all payments (from whatever source) on account of interest on such
Mortgage Loans, including Default Interest;


 


(iii)            
all Prepayment Premiums, Yield Maintenance Charges and/or late payment
charges received with respect to such Mortgage Loans;


 


(iv)            
all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
received with respect to such Mortgage Loans and/or, insofar as such payments and/or proceeds represent amounts allocable to reimburse
Servicing Advances or pay Liquidation Expenses and/or other servicing expenses in respect of the entire Serviced Loan Combination
of which any such Mortgage Loan is part;


 


(v)             
any amounts relating to such Serviced Mortgage Loans and/or Administered
REO Properties required to be deposited by the applicable Master Servicer or the applicable Special Servicer pursuant to Section 3.07(c)
in connection with losses resulting from a deductible clause in a blanket or master force-placed hazard insurance policy;


 


(vi)             
any amounts relating to an REO Property required to be transferred
from any REO Account pursuant to Section 3.16(c);


 


(vii)           
to the extent not otherwise included in another clause of this Section 3.04(a),
any payments collected in respect of Unliquidated Advances on such


 






    	-173-



    	 



    

 


Mortgage Loans in respect of amounts previously determined
to constitute Nonrecoverable Advances;


 


(viii)           
insofar as they do not constitute Escrow Payments or Reserve Funds,
any amounts relating to such Mortgage Loans paid by a Borrower specifically to cover items for which a Servicing Advance has been
made or that represent a recovery of property protection expenses from a Borrower; and


 


(ix)               
any Loss of Value Payments, as set forth in Section 3.05(h)
of this Agreement.


 


Furthermore,
each Master Servicer shall deposit in its Collection Account any amounts required to be deposited by such Master Servicer pursuant
to Section 3.06, as and when required by such section, in connection with losses incurred with respect to Permitted
Investments of funds held in its Collection Account.


 


Notwithstanding
the foregoing requirements, each Master Servicer need not deposit into its Collection Account any amount that such Master Servicer
would be authorized to withdraw immediately from its Collection Account in accordance with the terms of Section 3.05
and shall be entitled to instead pay such amount directly to the Person(s) entitled thereto.


 


The
foregoing requirements for deposit in the Collection Accounts shall be exclusive. Without limiting the generality of the foregoing,
actual payments from Borrowers in the nature of Escrow Payments, Reserve Funds, Assumption Fees, Assumption Application Fees,
earn-out fees, extension fees, Modification Fees, charges for beneficiary statements or demands, amounts collected for checks
returned for insufficient funds and other fees and amounts collected from Borrowers that constitute Additional Master Servicing
Compensation and/or Additional Special Servicing Compensation, need not be deposited by either Master Servicer into its Collection
Account. Each Master Servicer shall promptly, and in any event within two (2) Business Days of such Master Servicer’s receipt
of same, deliver to the applicable Special Servicer any of the foregoing items received by it with respect to any Mortgage Loan,
if and to the extent that such items constitute Additional Special Servicing Compensation payable to the applicable Special Servicer.
If a Master Servicer shall deposit into its Collection Account any amount not required to be deposited therein, it may at any
time withdraw such amount from its Collection Account, any provision herein to the contrary notwithstanding.


 


Upon
receipt of any of the amounts described in clauses (i) through (iv) and (vii) through (viii) of the first paragraph
of this Section 3.04(a) with respect to any Serviced Mortgage Loan, the applicable Special Servicer shall promptly,
but in no event later than one Business Day after receipt, remit such amounts to the applicable Master Servicer for deposit into
its Collection Account, unless the applicable Special Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement. With respect to any such amounts paid by check to the order
of the applicable Special Servicer, the applicable Special Servicer shall endorse such check to the order of the applicable Master
Servicer (in its capacity as such), without recourse, representation or warranty, unless the applicable Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement.
Any such


 






    	-174-



    	 



    

 


amounts received by the applicable Special Servicer with respect to an Administered REO Property shall be deposited by
such Special Servicer into the related REO Account and remitted to the applicable Master Servicer for deposit into its Collection
Account pursuant to Section 3.16(c).


 


(b)                
The Certificate Administrator shall establish and maintain one or
more segregated accounts (collectively, the “Distribution Account”),
to be held on behalf of the Trustee and in the name of the Certificate Administrator for the benefit of the Certificateholders.
Each account that constitutes the Distribution Account shall be an Eligible Account. The Certificate Administrator shall, as a
bookkeeping matter, establish and maintain sub-accounts of the Distribution Account (i) one of which sub-accounts (such sub-account,
the “REMIC Sub-Account”) shall be deemed to be held in trust for the
benefit of the Holders of the Class R Certificates and (ii) one of which sub-accounts (such sub-account, the “Class V
Sub-Account”) shall be deemed to be held in trust for the benefit of the Holders of the Class V Certificates.
Not later than 1:00 p.m. (New York City time) on the Master Servicer Remittance Date, each Master Servicer shall deliver to the
Certificate Administrator, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to
the related Master Servicer Remittance Amount for the Master Servicer Remittance Date. In addition, each Master Servicer shall,
as and when required hereunder, deliver to the Certificate Administrator for deposit in the Distribution Account any P&I Advances
and Compensating Interest Payments required to be made by such Master Servicer hereunder. Furthermore, any amounts paid by any
party hereto to indemnify the Trust Fund pursuant to any provision hereof shall be delivered to the Certificate Administrator
for deposit in the Distribution Account. The Certificate Administrator shall, upon receipt, deposit in the Distribution Account
any and all amounts received or, pursuant to Section 4.03, advanced by the Trustee that are required by the terms
of this Agreement to be deposited therein. As and when required pursuant to Section 3.05(c), the Certificate Administrator
shall transfer Interest Reserve Amounts in respect of the Interest Reserve Loans from the Interest Reserve Account to the Distribution
Account. Furthermore, as and when required pursuant to Section 3.05(d), the Certificate Administrator shall transfer
monies from the Excess Liquidation Proceeds Account to the Distribution Account. The Certificate Administrator shall also deposit
in the Distribution Account any amounts required to be deposited by the Certificate Administrator pursuant to Section 3.06
in connection with losses incurred with respect to Permitted Investments of funds held in the Distribution Account. If the
Certificate Administrator shall deposit in the Distribution Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding. Immediately
upon the deposit of any amount into the Distribution Account, any portion thereof that represents any Post-ARD Additional Interest
related to the ARD Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto included in the Mortgage Pool shall
be deemed to have been deposited into the Class V Sub-Account, and the remaining portion thereof shall be deemed to have
been deposited into the REMIC Sub-Account. In addition, all amounts deposited into the Distribution Account shall be deemed to
have been deposited into the REMIC Sub-Account, except that (a) any portion of a Master Servicer Remittance Amount that represents
any Post-ARD Additional Interest related to the ARD Mortgage Loans and/or any successor REO Mortgage Loan with respect thereto
shall be deemed to have been deposited into the Class V Sub-Account and (b) any amounts deposited into the Distribution
Account by the Certificate Administrator pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds 


 






    	-175-



    	 



    

 


held
in the Distribution Account shall be deemed to have been deposited into the Class V Sub-Account insofar as the losses were
incurred in respect of investments of amounts on deposit in the Class V Sub-Account.


 


(c)                
The Certificate Administrator shall establish and maintain one or
more accounts (collectively, the “Interest Reserve Account”) to be
held in its name on behalf of the Trustee for the benefit of the Certificateholders. Each account that constitutes the Interest
Reserve Account shall be an Eligible Account or a sub-account of the Distribution Account. On the Distribution Date in January
(except during a leap year) and February of each calendar year, commencing in 2016, prior to any distributions being made with
respect to the Certificates on such Distribution Date, the Certificate Administrator shall, with respect to each Interest Reserve
Loan, withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the Interest Reserve
Amount, if any, in respect of such Interest Reserve Loan for such Distribution Date; provided that no such transfer of
monies from the Distribution Account to the Interest Reserve Account shall be made on the Final Distribution Date. The Certificate
Administrator shall also deposit in the Interest Reserve Account from its own funds any amounts required to be deposited by the
Certificate Administrator pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments
of funds held in the Interest Reserve Account.


 


Notwithstanding
that the Interest Reserve Account may be a sub-account of the Distribution Account for reasons of administrative convenience,
the Interest Reserve Account and the Distribution Account shall, for all purposes of this Agreement (including the obligations
and responsibilities of the Certificate Administrator hereunder), be considered to be and shall be required to be treated as,
separate and distinct accounts.


 


(d)                
If any Excess Liquidation Proceeds are received, the Certificate
Administrator shall establish and maintain one or more accounts (collectively, the “Excess
Liquidation Proceeds Account”) to be held on behalf and in the name of the Trustee for the benefit of the Certificateholders.
Each account that constitutes the Excess Liquidation Proceeds Account shall be an Eligible Account (or a separately identified
sub-account of the Distribution Account, provided that for all purposes of this Agreement (including the obligations of
the Certificate Administrator hereunder) such account shall be considered to be and shall be required to be treated as separate
and distinct from the Distribution Account). On the Master Servicer Remittance Date, each Master Servicer shall withdraw from
its Collection Account and remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Account all Excess
Liquidation Proceeds received by it during the Collection Period ending on the Determination Date immediately prior to the Master
Servicer Remittance Date. The Certificate Administrator shall also deposit in the Excess Liquidation Proceeds Account from its
own funds any amounts required to be deposited by the Certificate Administrator pursuant to Section 3.06 in connection
with losses incurred with respect to Permitted Investments of funds held in the Excess Liquidation Proceeds Account. For the avoidance
of doubt, each of the Collection Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account,
any Reserve Account, any Servicing Account, and the portion of the Distribution Account which is the REMIC Sub-Account in respect
of REMIC I (including interest, if any, earned on the investment of funds in such accounts) will be owned by REMIC I; the Serviced
Pari Passu Companion Loan Custodial Account (including interest, if any, earned on the investment of


 






    	-176-



    	 



    

 


funds in such account) will
be owned by the applicable Serviced Pari Passu Companion Loan Holder(s) as described in Section 3.04(i); the Loss
of Value Fund (including interest, if any, earned on the investment of funds in such account) will be owned by the applicable
Mortgage Loan Sellers as described in Section 3.04(g); and the portion of the Distribution Account which is the Class V
Sub-Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Grantor Trust
and its beneficial owners, the Class V Certificateholders, each for federal income tax purposes.


 


(e)                
[Reserved.]


 


(f)                 
Funds in each of the Collection Accounts, the Distribution Account,
the Interest Reserve Account, the Serviced Pari Passu Companion Loan Custodial Account and the Excess Liquidation Proceeds Account
may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Each Master Servicer shall
give notice to the other parties hereto of the location of its Collection Account as of the Closing Date and of the new location
of its Collection Account prior to any change thereof. Notwithstanding the first sentence of this Section 3.04(f),
for as long as WFB acts as Certificate Administrator hereunder, all funds held in the Distribution Account, the Interest Reserve
Account and the Excess Liquidation Proceeds Account shall remain uninvested.


 


(g)                
If any Loss of Value Payments are received in connection with a
Material Document Defect or Material Breach, as the case may be, pursuant to or as contemplated by Section 2.03(h)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss
of Value Reserve Fund”) to be held in trust for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The applicable Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss
of Value Payments received by it. The Loss of Value Reserve Fund shall be accounted for as an outside reserve fund within the
meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any REMIC Pool. Furthermore, for all federal tax
purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection
Account to the Certificateholders as damages paid to and distributed by the REMIC Pools on account of a breach of a representation
or warranty by the related Mortgage Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial
owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the related account
in the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(h)                
A Master Servicer that is servicing a Serviced Loan Combination
shall segregate and hold all funds collected and received by it in connection with the related Serviced Pari Passu Companion Loan
separate and apart from its own funds and general assets. In connection therewith, if there is one or more Serviced Loan Combinations
related to this Trust, the related Master Servicer shall establish and maintain a segregated account (the “Serviced
Pari Passu Companion Loan Custodial Account”), in which the funds described below are to be deposited and held
on behalf of the related Serviced Pari Passu Companion Loan Holder(s) (and


 






    	-177-



    	 



    

 


which account may be maintained as a separately identified
sub-account of the applicable Collection Account, provided that for all purposes of this Agreement (including the obligations
of the applicable Master Servicer hereunder) such accounts shall be considered to be and shall be required to be treated as separate
and distinct from the Collection Accounts, and provided, further that no collections in respect of one or more Serviced
Pari Passu Companion Loans relating to a single Serviced Loan Combination and on deposit in the Serviced Pari Passu Companion
Loan Custodial Account shall be applied in respect of, or shall be applied to cover any fees or expenses in respect of, one or
more Serviced Pari Passu Companion Loans relating to another Serviced Loan Combination). Any Serviced Pari Passu Companion Loan
Custodial Account shall be an Eligible Account or a sub-account of an Eligible Account. The applicable Master Servicer shall deposit
or cause to be deposited in any Serviced Pari Passu Companion Loan Custodial Account, within two (2) Business Days of receipt
by it of properly identified funds or as otherwise required hereunder, the following payments and collections received or made
by or on behalf of the applicable Master Servicer in respect of the Serviced Pari Passu Companion Loans subsequent to the Closing
Date:


 


(i)                 
all payments (from whatever source) on account of principal of any
Serviced Pari Passu Companion Loan, including Principal Prepayments;


 


(ii)               
all payments (from whatever source) on account of interest on any
Serviced Pari Passu Companion Loan, including Default Interest;


 


(iii)               
all Prepayment Premiums and Yield Maintenance Charges received in
respect of any Serviced Pari Passu Companion Loan;


 


(iv)              
all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
received in respect of, and allocable as interest (including Default Interest) on, principal of or Prepayment Premiums or Yield
Maintenance Charges with respect to, any Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect thereto);


 


(v)               
any amounts required to be deposited by the applicable Master Servicer
pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in
the Serviced Pari Passu Companion Loan Custodial Account;


 


(vi)             
any amounts required to be deposited by the applicable Master Servicer
or the applicable Special Servicer pursuant to Section 3.07(c) in connection with losses on any Serviced Pari Passu
Companion Loan (or any successor interest in a REO Mortgage Loan with respect thereto) resulting from a deductible clause in a
blanket or master force-placed hazard insurance policy;


 


(vii)            
any amounts required to be transferred to the Serviced Pari Passu
Companion Loan Custodial Account from the related REO Account pursuant to Section 3.16(c); and


 


(viii)            any other amounts received and applied on any Serviced Pari Passu
Companion Loan pursuant to the related Intercreditor Agreement.


 






    	-178-



    	 



    

 


Notwithstanding
the foregoing requirements, the applicable Master Servicer need not deposit into the Serviced Pari Passu Companion Loan Custodial
Account any amount that the applicable Master Servicer would be authorized to withdraw immediately from the Serviced Pari Passu
Companion Loan Custodial Account in accordance with the terms of Section 3.05 and shall be entitled to instead pay
such amount directly to the Person(s) entitled thereto.


 


The
foregoing requirements for deposit in the Serviced Pari Passu Companion Loan Custodial Account shall be exclusive. Without limiting
the generality of the foregoing, actual payments from the applicable Borrower in the nature of Escrow Payments, Reserve Funds,
Assumption Fees, Assumption Application Fees, earn-out fees, extension fees, Modification Fees, charges for beneficiary statements
or demands, amounts collected for checks returned for insufficient funds and other fees and amounts collected from the applicable
Borrower that constitute Additional Master Servicing Compensation and/or Additional Special Servicing Compensation, need not be
deposited by the applicable Master Servicer in the Serviced Pari Passu Companion Loan Custodial Account. The applicable Master
Servicer shall promptly deliver to the applicable Special Servicer any of the foregoing items received by it with respect to any
Serviced Pari Passu Companion Loan, if and to the extent that such items constitute Additional Special Servicing Compensation
with respect to any Serviced Pari Passu Companion Loan. If a Master Servicer shall deposit in the Serviced Pari Passu Companion
Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Serviced
Pari Passu Companion Loan Custodial Account, any provision herein to the contrary notwithstanding.


 


Upon
receipt of any of the amounts described in clauses (i) through (iv) of the first paragraph of this Section 3.04(h),
the applicable Special Servicer shall promptly, but in no event later than two (2) Business Days after receipt, remit such amounts
to the applicable Master Servicer for deposit into the Serviced Pari Passu Companion Loan Custodial Account, unless the applicable
Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of
a restrictive endorsement or because of another appropriate reason that is consistent with the Servicing Standard. With respect
to any such amounts paid by check to the order of the applicable Special Servicer, the applicable Special Servicer shall endorse
such check to the order of the applicable Master Servicer (in its capacity as such), without recourse, representation or warranty,
unless the applicable Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or because of another appropriate reason that is consistent with the
Servicing Standard. Any such amounts received by the applicable Special Servicer with respect to an Administered REO Property
relating to the applicable Serviced Loan Combination shall be deposited by the applicable Special Servicer into the related REO
Account and, insofar as such amounts are allocable as interest on, principal of, or Prepayment Premiums or Yield Maintenance Charges
with respect to any Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan with respect thereto, shall be remitted
to the applicable Master Servicer for deposit into the Serviced Pari Passu Companion Loan Custodial Account pursuant to Section 3.16(c)
(subject to the terms of the related Intercreditor Agreement). Any remittances by the applicable Special Servicer under this paragraph
may be made as part of an aggregate remittance under this paragraph and/or the final paragraph of Section 3.04(a).


 






    	-179-



    	 



    

 


(i)                 
To the extent of any Serviced Pari Passu Companion Loan Holder’s
interest therein, the Serviced Pari Passu Companion Loan Custodial Account shall be treated as an “outside reserve fund”
within the meaning of the REMIC Provisions, beneficially owned by any Serviced Pari Passu Companion Loan Holder(s), who shall
be liable for any tax on its share of any reinvestment income thereon, and who shall be deemed to receive any related reimbursements
from the Trust Fund.


 


(j)                  Notwithstanding
anything to the contrary contained herein, with respect to each Due Date and any Serviced Pari Passu Companion Loan, on
the remittance date contemplated by the related Intercreditor Agreement (or (1) in the case of any  40 Wall Street Pari
Passu Companion Loan, on the Business Day prior to the remittance date contemplated by the
related Intercreditor Agreement and (2) in the case of any other Serviced Pari Passu Companion Loan, if no such remittance
date is so contemplated, within one Business Day after the related Determination Date (or, following the securitization
of a Serviced Pari Passu Companion Loan, at such earlier time as the related Mortgage Loan Seller or the related Other
Master Servicer notifies the applicable Master Servicer in writing is necessary for such remittance to occur on the second
Business Day following the “determination date” under the Other Pooling and Servicing Agreement for the
Other Securitization that includes such Serviced Pari Passu Companion Loan; provided, however, that in no event
may any such “determination date” occur prior to (and any such otherwise earlier “determination
date” shall, for purposes of this Section 3.04(j) and Section 4.02(n), be deemed to occur on) the 6th day
of each month or, if such 6th day is not a Business Day, the next succeeding Business Day (such earlier date, if any,
a “Serviced Pari Passu Companion Loan Early Remittance Date”))), the applicable Master Servicer shall
remit, from amounts on deposit in the Serviced Pari Passu Companion Loan Custodial Account, to any related Serviced Pari
Passu Companion Loan Holder by wire transfer in immediately available funds to the account of any Serviced Pari Passu
Companion Loan Holder or an agent therefor appearing on any Serviced Pari Passu Companion Loan Holder Register on the related
date such amounts as are required to be remitted (or, if no such account so appears or information relating thereto is not
provided at least five (5) Business Days prior to the date such amounts are required to be remitted, by check sent by first
class mail to the address of any Serviced Pari Passu Companion Loan Holder or its agent appearing on any Serviced Pari Passu
Companion Loan Holder Register) the portion of any Serviced Loan Combination Remittance Amount allocable to such Serviced
Pari Passu Companion Loan Holder.


 


Section
3.05        Permitted Withdrawals From the Collection Accounts, the Distribution
Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account.


 


(a)                
Subsection (I). Each Master Servicer may, from time to time,
make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an
order of priority for such withdrawals):


 


(i)                
to remit to the Certificate Administrator for deposit in the Distribution
Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may
be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);


 


(ii)               
to reimburse the Trustee or itself, as applicable, in that order,
for unreimbursed P&I Advances made by such Person (in each case, with its own funds)


 






    	-180-



    	 



    

 


with respect to the Mortgage Loans and/or
any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and
the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect
to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi)
below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts
on deposit in such Collection Account that represent Late Collections of interest and principal Received by the Trust in respect
of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing
Fees);


 


(iii)               
to pay itself earned and unpaid Master Servicing Fees, with respect
to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such Master Servicer’s right to payment
pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts
on deposit in such Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan,
as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage
Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any
successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii)
with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest
on such Mortgage Loan or REO Mortgage Loan, as the case may be;


 


(iv)               
to pay the applicable Special Servicer (or, if applicable, any predecessor
thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each
Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated
by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor
REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such Collection
Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;


 


(v)                
to reimburse the Trustee, the applicable Special Servicer or itself,
as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable
Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights
to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing
Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii)
of this Section 3.05(a)) amounts on deposit in such Collection Account that represent (A) payments made by
the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the
particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;


 






    	-181-



    	 



    

 


(vi)               
to reimburse the Trustee, the applicable Special Servicer or itself,
as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv)
below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection
Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO
Properties;


 


(vii)              
to pay the Trustee, the applicable Special Servicer or itself, as
applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and
to the extent contemplated by Section 3.25, out of amounts on deposit in such Collection Account that represent Default
Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;


 


(viii)             
to the extent that the applicable Master Servicer has reimbursed
or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless
of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c)
or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been
made out of related Default Charges, and the related Default Charges then on deposit in such Collection Account and available
therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable
Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent
the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property
to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II)
below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest
accrued and payable on the portion of such Advance so reimbursed or being reimbursed;


 


(ix)               
to pay (A) any outstanding expenses that were incurred by the
applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property
or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf
of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii)
above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv)
above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts
on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if
applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out
of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit
in such Collection Account;


 


(x)                
to pay itself any items of Additional Master Servicing Compensation,
and to pay the applicable Special Servicer any items of Additional Special Servicing


 






    	-182-



    	 



    

 


Compensation, in each case on deposit in
such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable
to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage
Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that
represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;


 


(xi)               
to pay any unpaid Liquidation Expenses incurred with respect to
any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit
in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable,
REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general
collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection
Account;


 


(xii)             
to pay, subject to and in accordance with Section 3.11(i),
out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then
on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses
would, if advanced, constitute Nonrecoverable Servicing Advances;


 


(xiii)            
to pay, first out of amounts on deposit in such Collection Account
that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general
collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such
Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced
Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable
as, a Servicing Advance);


 


(xiv)            
to pay itself, the applicable Special Servicer, the Depositor, the
Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers,
members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent
related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections
on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account,
any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b);
provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in
respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the
related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for
the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely
on reasonable documentation of expenses and certifications as to the nature thereof (including whether


 






    	-183-



    	 



    

 


such expenses are Designated
Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable
Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof
with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);


 


(xv)            
to pay, first out of amounts on deposit in such Collection Account
that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general
collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection
Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys)
incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special
Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced
by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18,
to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18,
a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;


 


(xvi)            
to pay itself, the applicable Special Servicer, the Certificate
Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or
related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense
of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a),
it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in
this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any
such payment or reimbursement is permitted to be made;


 


(xvii)           
to pay itself, the applicable Special Servicer, any Responsible
Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular
Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously
purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts
received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;


 


(xviii)         
to pay to the applicable Mortgage Loan Seller or Responsible Repurchase
Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective
Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan,
on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;


 


(xix)            
in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to
pay, out of such general collections on the Mortgage Loans and REO Properties as are then on


 






    	-184-



    	 



    

 


deposit in such Collection Account,
to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the
holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such
Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);


 


(xx)               
to pay to CREFC® (solely to the extent of funds available in
such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above),
the CREFC® License Fee;


 


(xxi)             
to transfer any applicable Excess Liquidation Proceeds on deposit
in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);


 


(xxii)            
to withdraw any amount and pay to the Person entitled thereto any
amount deposited in such Collection Account in error;


 


(xxiii)            so long as such Master Servicer has received notice of the applicable
Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount
in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement
for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that
are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master
Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and


 


(xxiv)               
to clear and terminate such Collection Account at the termination
of this Agreement pursuant to Section 9.01;


 


provided
that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection
Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain
expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain
indemnification and similar expenses), other than (in the case of clause (xiv)) Trust Advisor Expenses, relates to
a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on
deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance,
in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the relevant Collection
Account) any related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and any related
Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement
and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion
Loan) prior to payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination; provided,
further, that in the case of any amounts payable as reimbursements to the Depositor, the Certificate Administrator, the
Tax Administrator, the Trustee, the Trust Advisor, a Special Servicer, or any of their respective directors, officers, members,
managers, employees and agents pursuant to 


 






    	-185-



    	 



    

 


clause (xiv) that do not relate to a specific Mortgage Loan or REO Property
(other than costs incurred in connection with the replacement of a Master Servicer or Special Servicer) or that relate to multiple
Mortgage Loans and/or REO Properties not all being serviced by the same Master Servicer, such amounts shall be payable out of
both Collection Accounts, to the extent funds are available, on a pro rata basis, based on the aggregate Stated Principal
Balances of the Mortgage Loans being serviced by each Master Servicer (and any Master Servicer that receives notice or obtains
awareness of such an amount to be payable shall promptly notify the other Master Servicer of the nature and aggregate amount of
the item payable and such other information in its possession as to enable the calculation of a pro rata allocation). Notwithstanding
the foregoing, to the extent the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, obtains
funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing
Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination,
any related Serviced Pari Passu Companion Loan Holder is required under the related Intercreditor Agreement to, promptly following
notice from the applicable Master Servicer, reimburse the Trust Fund for its pro rata share of such Nonrecoverable Servicing
Advance or Advance Interest to the extent set forth in the related Intercreditor Agreement.


 


If
amounts on deposit in either Collection Account at any particular time (after withdrawing any portion of such amounts deposited
in such Collection Account in error) are insufficient to satisfy all payments, reimbursements and remittances to be made therefrom
as set forth in clauses (ii) through (xxi) of the first paragraph of this Section 3.05(a)(I), then
the corresponding withdrawals from such Collection Account shall be made in the following priority and subject to the following
rules: (x) if the payment, reimbursement or remittance is to be made from a specific source of funds, then such payment,
reimbursement or remittance shall be made from that specific source of funds on a pro rata basis with any and all other
payments, reimbursements and remittances to be made from such specific source of funds; and (y) if the payment, reimbursement
or remittance can be made from any funds on deposit in such Collection Account, then (following any withdrawals made from such
Collection Account in accordance with the immediately preceding clause (x) of this sentence) such payment, reimbursement
or remittance shall be made from the general funds remaining on deposit in such Collection Account on a pro rata basis
with any and all other payments, reimbursements or remittances to be made from such general funds; provided that any reimbursements
of Advances in respect of any particular Mortgage Loan or REO Property out of such Collection Account pursuant to any of clauses (ii),
(v) and (vi) of the first paragraph of this Section 3.05(a)(I), and any payments of interest thereon out
of such Collection Account pursuant to either of clauses (vii) and (viii) of the first paragraph of this Section 3.05(a)(I),
shall be made (to the extent of their respective entitlements to such reimbursements and/or payments): first, to the Trustee;
and second, pro rata, to the applicable Master Servicer and the applicable Special Servicer.


 


The
applicable Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis
when appropriate, in connection with any withdrawal from its Collection Account pursuant to any of clauses (ii) through
(xviii) of the first paragraph of this Section 3.05(a)(I).


 






    	-186-



    	 



    

 


The
applicable Master Servicer shall pay to the other Master Servicer, the applicable Special Servicer, and, subject to Section 3.01(h)(i),
any Non-Trust Master Servicer, any Non-Trust Special Servicer, any Non-Trust Certificate Administrator or any Non-Trust Trustee,
as applicable, from its Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the other Master
Servicer, the applicable Special Servicer, any Non-Trust Master Servicer, any Non-Trust Special Servicer, any Non-Trust Certificate
Administrator or any Non-Trust Trustee, as applicable, therefrom based upon an Officer’s Certificate received from the other
Master Servicer, the applicable Special Servicer, such Non-Trust Master Servicer, such Non-Trust Special Servicer, such Non-Trust
Certificate Administrator or such Non-Trust Trustee, as applicable, on the first Business Day following the immediately preceding
Determination Date, describing the item and amount to which the other Master Servicer, the applicable Special Servicer, such Non-Trust
Master Servicer, such Non-Trust Special Servicer, such Non-Trust Certificate Administrator or such Non-Trust Trustee, as applicable,
is entitled. The applicable Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate
the amounts stated therein. The applicable Special Servicer shall keep and maintain separate accounting for each Specially Serviced
Mortgage Loan and REO Property as to which it is the applicable Special Servicer on a loan-by-loan and property-by-property basis,
for the purpose of justifying any request thereby for withdrawal from the applicable Collection Account.


 


Subsection
(II).   The provisions of this subsection (II) of this Section 3.05(a) shall apply notwithstanding any
contrary provision of subsection (I) of this Section 3.05(a):


 


(i)               
Identification of Workout-Delayed Reimbursement Amounts:
If any Advance made with respect to any Mortgage Loan on or before the date on which such Mortgage Loan becomes (or, but for the
making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to
the extent theretofore accrued and unpaid) Advance Interest thereon, is not pursuant to the operation of the provisions of Section 3.05(a)(I)
reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected
Mortgage Loan (or, but for the making of three monthly payments under its modified terms, would constitute a Mortgage Loan that
is a Corrected Mortgage Loan), such Advance, together with such Advance Interest, shall constitute a “Workout-Delayed Reimbursement
Amount” to the extent that such amount has not been determined to constitute a Nonrecoverable Advance. All references herein
to “Workout-Delayed Reimbursement Amount” shall be construed always to mean the related Advance and (to the extent
theretofore accrued and unpaid) any Advance Interest thereon, together with (to the extent it remains unpaid) any further Advance
Interest that accrues on the unreimbursed portion of such Advance from time to time in accordance with the other provisions of
this Agreement. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine that such amount instead constitutes a Nonrecoverable Advance.


 


(ii)               
General Relationship of Provisions. Subsection (iii) below
(subject to the terms, conditions and limitations thereof) sets forth the terms of and conditions to the right of a Person to
be reimbursed for any Workout-Delayed Reimbursement Amount to


 






    	-187-



    	 



    

 


the extent that such Person is not otherwise entitled to reimbursement
and payment of such Workout-Delayed Reimbursement Amount pursuant to the operation of Section 3.05(a)(I) above (construed
without regard to the reference therein to this subsection except that it is nonetheless hereby acknowledged that, for purposes
of “Late Collections” in Section 3.05(a)(I), funds received on the related Mortgage Loan shall be applied
in accordance with the terms of the applicable modification even though such application may result in an Advance continuing to
be outstanding when the Borrower is current in its payments under the terms of the Mortgage Loan as modified). Subsection (iv)
below (subject to the terms, conditions and limitations thereof) authorizes or permits the applicable Master Servicer, under
certain circumstances, to abstain from reimbursing itself (or, if applicable, the Trustee to abstain from obtaining reimbursement)
for Nonrecoverable Advances at its sole option. Upon any determination that all or any portion of a Workout-Delayed Reimbursement
Amount constitutes a Nonrecoverable Advance, then the reimbursement or payment of such amount (and any further Advance Interest
that may accrue thereon) shall cease to be subject to the operation of subsection (iii) below, such amount (and further
Advance Interest) shall be as fully payable and reimbursable to the relevant Person as would any other Nonrecoverable Advance
(and Advance Interest thereon) and, as a Nonrecoverable Advance, such amount may become the subject of the applicable Master Servicer’s
(or, if applicable, the Trustee’s) exercise of its sole option authorized by subsection (iv) below.


 


(iii)               
Reimbursements of Workout-Delayed Reimbursement Amounts:
The applicable Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement
and payment (and, notwithstanding any contrary provision of subsection (I) above, shall be entitled to withdraw and
pay to itself the amount of such reimbursement and payment) for all Workout-Delayed Reimbursement Amounts in each Collection Period
(and it is again hereby acknowledged that, for purposes of “Late Collections” in Section 3.05(a)(I), funds
received on the related Mortgage Loan shall be applied in accordance with the terms of the applicable modification even though
such application may result in an Advance continuing to be outstanding when the Borrower is current in its payments under the
terms of the Mortgage Loan as modified); provided that the aggregate amount (for all such Persons collectively) of such
reimbursements and payments from amounts advanced or collected on the Mortgage Pool in such Collection Period shall not exceed
(and the reimbursement and payment shall be made from) the aggregate principal portions of P&I Advances and principal collections
and recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i) through (v) of the
definition of “Unadjusted Principal Distribution Amount”, net of the aggregate deduction amounts for Nonrecoverable
Advances (and accrued and unpaid Advance Interest thereon) that were reimbursed or paid during the related Collection Period from
principal collections on the Mortgage Pool, as described by clause (II)(B) of the definition of “Principal Distribution
Amount” and pursuant to Section 3.05(a)(II)(iv). As and to the extent provided in clause (II)(A)
of the definition thereof, the Principal Distribution Amount for the Distribution Date related to such Collection Period shall
be reduced to the extent that such payment or reimbursement of a Workout-Delayed Reimbursement Amount is made from aggregate principal
collections pursuant to the preceding sentence.


 






    	-188-



    	 



    

 


Any
collections (as applied under Section 1.03) received on or in respect of the Mortgage Loans during a Collection Period
that, in each case, represents a delinquent amount as to which an Advance had been made, which Advance was previously reimbursed
during the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount, shall be added to
and constitute a part of the Principal Distribution Amount for the related Distribution Date (pursuant to clause (I)(B)
of the definition of “Principal Distribution Amount”) to the extent of all Workout-Delayed Reimbursement Amounts
on or in respect of such respective Mortgage Loan that were reimbursed from collections of principal on the Mortgage Pool in all
prior Collection Periods pursuant to the preceding paragraph.


 


The
Certificate Administrator (and, with respect to Advances made by the applicable Master Servicer or the Trustee) shall be entitled
to rely conclusively upon any direction or notice received from the applicable Master Servicer in connection with any determination
made by the applicable Master Servicer pursuant to the foregoing provisions of this Section 3.05(a)(II)(iii) and shall
not be obligated to independently verify, monitor or oversee any such determination.


 


(iv)               
Sole Option to Abstain from Reimbursements of Certain Nonrecoverable
Advances. To the extent that Section 3.05(a)(I) entitles the applicable Master Servicer, the applicable Special
Servicer or the Trustee to reimbursement for any Nonrecoverable Advance (or payment of Advance Interest thereon from a source
other than Default Charges on the related Mortgage Loan) during any Collection Period, then, notwithstanding any contrary provision
of subsection (I) above, (a) to the extent that one or more such reimbursements and payments of Nonrecoverable Advances
(and such Advance Interest thereon) are made, they shall be made, first, from the aggregate principal portions of P&I
Advances and principal collections and recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i)
through (v) of the definition of “Unadjusted Principal Distribution Amount”, and then from other
amounts advanced or collected on the Mortgage Pool for such Collection Period; provided that, if so provided as set forth
below, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, shall provide each Rating
Agency with at least fifteen (15) days’ notice before any reimbursement shall be made of a Nonrecoverable Advance (or payment
of Advance Interest thereon from a source other than Default Charges on the related Mortgage Loan from such other amounts advanced
or collected on the Mortgage Pool for such Collection Period, and (b) if and to the extent that the amount of such a Nonrecoverable
Advance (and Advance Interest thereon), together with all Nonrecoverable Advances (and Advance Interest thereon) theretofore reimbursed
during such Collection Period, would exceed the aggregate principal portions of P&I Advances and principal collections and
recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i) through (v) of the definition
of “Unadjusted Principal Distribution Amount”, the applicable Master Servicer and/or the Trustee, as applicable, if
it made the relevant Advance) is hereby authorized (but shall not be construed to have any obligation whatsoever), if it elects
at its sole option and in its sole discretion, to abstain from reimbursing itself or obtaining reimbursement (notwithstanding
that it is entitled to such reimbursement) during that Collection Period for all or a portion of such Nonrecoverable Advance (and
Advance Interest thereon), for successive one-month periods for a total period not to exceed twelve (12) months; provided
that any such


 






    	-189-



    	 



    

 


deferral exceeding six (6) months shall require (during a Subordinate Control Period) the consent of the Subordinate
Class Representative; provided, further, that the aggregate amount that is the subject of the exercise of such option
with respect to all Nonrecoverable Advances (and Advance Interest thereon) with respect to all Mortgage Loans for any particular
Collection Period is less than or equal to such excess described above in this clause (b). If the applicable Master
Servicer (or the Trustee, as applicable) makes such an election at its sole option to defer reimbursement with respect to all
or a portion of a Nonrecoverable Advance (and Advance Interest thereon), then such Nonrecoverable Advance (and Advance Interest
thereon) or portion thereof shall continue to be fully reimbursable in any subsequent Collection Period. In connection with a
potential election by the applicable Master Servicer (or the Trustee, as applicable) to abstain from the reimbursement of a particular
Nonrecoverable Advance or portion thereof during the Collection Period for any Distribution Date, the applicable Master Servicer
(or the Trustee, as applicable) shall further be authorized to wait for principal collections to be received before making its
determination of whether to abstain from the reimbursement of a particular Nonrecoverable Advance or portion thereof. The applicable
Master Servicer or the Trustee, as applicable, shall give the Rating Agencies at least fifteen (15) days’ notice (subject
to Section 3.27) prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account
or Distribution Account, as applicable, allocable to interest on the Mortgage Loans unless (1) the applicable Master Servicer
or the Trustee, as applicable, determines in its sole discretion that waiting fifteen (15) days after such a notice could jeopardize
its ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known
to the applicable Master Servicer or Trustee, as applicable, that could affect or cause a determination of whether any Advance
is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1)
above, or (3) the applicable Master Servicer has not timely received from the Trustee information requested by the applicable
Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if
any of clause (1), clause (2) or clause (3) above apply, the applicable Master Servicer or
Trustee, as applicable, shall give each Rating Agency notice (subject to Section 3.27) of an anticipated reimbursement
to it of Nonrecoverable Advances from amounts in the Collection Account or Distribution Account, as applicable, allocable to interest
on the Mortgage Loans as soon as reasonably practicable in such circumstances. The applicable Master Servicer or the Trustee,
as applicable, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies
contemplated by the immediately preceding sentence.


 


Any
collections (as applied under Section 1.03) received on the Mortgage Loans during a Collection Period that, in each
case, represents a recovery of an amount determined in a prior Collection Period to have been a Nonrecoverable Advance shall be
added to and constitute a part of the Principal Distribution Amount for the related Distribution Date (pursuant to clause (I)(C)
of the definition of “Principal Distribution Amount”) to the extent
of all Nonrecoverable Advances on such respective Mortgage Loan that were reimbursed from collections of principal on the Mortgage
Pool in all prior Collection Periods pursuant to the preceding paragraph.


 






    	-190-



    	 



    

 


None
of the Master Servicers or the Trustee shall have any liability whatsoever for making an election, or refraining from making an
election, that is authorized under this subsection (II)(iv). The foregoing shall not, however, be construed to limit
any liability that may otherwise be imposed on such Person for any failure by such Person to comply with the conditions to making
such an election under this subsection (II)(iv) or to comply with the terms of this subsection (II)(iv)
and the other provisions of this Agreement that apply once such an election, if any, has been made.


 


Any
election by the applicable Master Servicer (or the Trustee, as applicable) to abstain from reimbursing itself for any Nonrecoverable
Advance (and Advance Interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose
on the applicable Master Servicer (or the Trustee, as applicable) any obligation to make such an election (or any entitlement
in favor of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection Period or
to constitute a waiver or limitation on the right of the applicable Master Servicer (or the Trustee, as applicable) to otherwise
be reimbursed for such Nonrecoverable Advance (and Advance Interest thereon). Any such election by the applicable Master Servicer
or the Trustee shall not be construed to impose any duty on any other such party to make such an election (or any entitlement
in favor of any Certificateholder or any other Person to such an election). Any such election by any such party to abstain from
reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more
Collection Periods shall not limit the accrual of Advance Interest on such Nonrecoverable Advance for the period prior to the
actual reimbursement of such Nonrecoverable Advance. None of the Master Servicers, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders or any of the Companion Loan Holders for any such
election that such party makes to defer or not to defer reimbursement as contemplated by this subsection or for any losses, damages
or other adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation
of the Servicing Standard or any duty under this Agreement. The foregoing statements in this paragraph shall not limit the generality
of the statements made in the immediately preceding paragraph.


 


The
Certificate Administrator (and, with respect to Advances made by the applicable Master Servicer and the Trustee) shall be entitled
to rely conclusively upon any direction or notice received from the applicable Master Servicer in connection with any determination
made by such Master Servicer pursuant to the foregoing provisions of this Section 3.05(a)(II)(iv) and shall not be
obligated to independently verify, monitor or oversee any such determination.


 


(v)               
Deferral is Not Subordination. No determination by the applicable
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or Advance
Interest under subsection (iv) above shall be construed as an agreement by the applicable Master Servicer (or the
Trustee, as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right
to such reimbursement during such period of deferral.


 






    	-191-



    	 



    

 


(b)                
The Certificate Administrator shall, from time to time, make withdrawals
from the Distribution Account for each of the following purposes (the order set forth below not constituting an order of priority
for such withdrawals):


 


(i)                
to make distributions to the Holders of the Regular Certificates
(and to the Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest) on
each Distribution Date pursuant to Section 4.01;


 


(ii)               
to transfer Interest Reserve Amounts in respect of the Interest
Reserve Loans to the Interest Reserve Account as and when required by Section 3.04(c);


 


(iii)              
to pay itself, the Tax Administrator, the applicable Master Servicer,
the applicable Special Servicer, the Depositor, the Trustee, the Trust Advisor or any of their respective directors, officers,
members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03,
Section 7.01(b) or Section 8.05(b), as applicable, if and to the extent such amounts are not payable out
of the Collection Account pursuant to Section 3.05(a)(I); provided that in the case of the Trust Advisor, no
such amount may be withdrawn by the Certificate Administrator and paid to the Trust Advisor unless the conditions set forth in
the proviso to Section 3.05(a)(I)(xiv) are satisfied;


 


(iv)               
to pay any and all federal, state and local taxes imposed on any
REMIC Pool or on the assets or transactions of any REMIC Pool, together with all incidental costs and expenses, and any and all
expenses relating to tax audits, if and to the extent that either (A) none of the parties hereto are liable therefor pursuant
to Section 10.01(b) and/or Section 10.01(f) or (B) any such Person that may be so liable has failed
to timely make the required payment;


 


(v)               
to pay for the cost of the Opinions of Counsel as contemplated by
Section 12.01(a) or Section 12.01(c) in connection with any amendment to this Agreement requested by the
Trustee or the Certificate Administrator which amendment is in furtherance of the rights and interests of Certificateholders;


 


(vi)               
to pay itself Net Investment Earnings earned on funds in the Distribution
Account for each Collection Period;


 


(vii)              
to pay for the cost of recording this Agreement pursuant to Section 12.02(a);


 


(viii)            
to pay to any party hereto any amounts deposited or remitted by
such Person for deposit into the Distribution Account in error; and


 


(ix)               
to clear and terminate the Distribution Account at the termination
of this Agreement pursuant to Section 9.01.


 


(c)                
On the Master Servicer Remittance Date in March of each year (commencing
in March 2016) and in any event on the Master Servicer Remittance Date that occurs in the same calendar month as the Final Distribution
Date, the Certificate Administrator


 






    	-192-



    	 



    

 


shall withdraw from the Interest Reserve Account and deposit in the Distribution Account all
Interest Reserve Amounts in respect of the Interest Reserve Loans then on deposit in the Interest Reserve Account. In addition,
the Certificate Administrator shall, from time to time, make withdrawals from the Interest Reserve Account to pay itself interest
or other income earned on deposits in the Interest Reserve Account, in accordance with Section 3.06(b) (but only to
the extent of the Net Investment Earnings, if any, with respect to the Interest Reserve Account for each Collection Period).


 


(d)                
On the Business Day prior to each Distribution Date, the Certificate
Administrator shall withdraw from the Excess Liquidation Proceeds Account and deposit in the Distribution Account, for distribution
on such Distribution Date, an amount equal to the lesser of (i) the entire amount of Excess Liquidation Proceeds, if any,
then on deposit in the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the aggregate amount distributable
on such Distribution Date pursuant to Section 4.01(a), over the Available Distribution Amount for such Distribution
Date (calculated without regard to such transfer from the Excess Liquidation Proceeds Account to the Distribution Account); provided
that on the Business Day prior to the Final Distribution Date, the Certificate Administrator shall withdraw from the Excess
Liquidation Proceeds Account and deposit in the Distribution Account, for distribution on such Distribution Date, any and all
Excess Liquidation Proceeds then on deposit in the Excess Liquidation Proceeds Account. In addition, the Certificate Administrator
shall, from time to time, make withdrawals from the Excess Liquidation Proceeds Account to pay itself interest or other income
earned on deposits in the Excess Liquidation Proceeds Account, in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to the Excess Liquidation Proceeds Account for each Collection Period).


 


(e)                
The Certificate Administrator, the Trustee, the Depositor, the applicable
Master Servicer, the applicable Special Servicer and, subject to Section 4.05(b) with respect to any Trust Advisor
Expenses, the Trust Advisor, as applicable, shall in all cases have a right prior to the Certificateholders to any particular
funds on deposit in the Collection Accounts and the Distribution Account from time to time for the reimbursement or payment of
compensation, Advances (with interest thereon at the Reimbursement Rate) and their respective expenses hereunder, but only if
and to the extent such compensation, Advances (with such interest) and expenses are to be reimbursed or paid from such particular
funds on deposit in the Collection Accounts or the Distribution Account pursuant to the express terms of this Agreement.


 


(f)                
The applicable Master Servicer may, from time to time, make withdrawals
from the Serviced Pari Passu Companion Loan Custodial Account for any of the following purposes (the order set forth below not
constituting an order of priority for such withdrawals):


 


(i)                
to remit to any Serviced Pari Passu Companion Loan Holder the amounts
to which such Serviced Pari Passu Companion Loan Holder is entitled in accordance with Section 3.04(j), as and when
required by such paragraph;


 


(ii)               
to pay to itself earned and unpaid Master Servicing Fees in respect
of any related Serviced Pari Passu Companion Loan or any successor interest in an REO Mortgage Loan with respect thereto;


 






    	-193-



    	 



    

 


(iii)              
to pay to the applicable Special Servicer earned and unpaid Special
Servicing Fees in respect of any related Serviced Pari Passu Companion Loan or any successor interest in an REO Mortgage Loan
with respect thereto;


 


(iv)              
to pay the applicable Special Servicer (or, if applicable, any predecessor
thereto) earned and unpaid Workout Fees and Liquidation Fees to which it is entitled with respect to any related Serviced Pari
Passu Companion Loan or any successor REO Mortgage Loan with respect thereto pursuant to, and from the sources contemplated by,
the second and third paragraphs of Section 3.11(c);


 


(v)                
to reimburse itself, the applicable Special Servicer or the Trustee,
as applicable, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds) with respect to any related
Serviced Loan Combination or any related REO Property (but only to the extent that amounts specifically allocable to such purpose
have not been deposited in the Collection Account);


 


(vi)               
to pay itself, the applicable Special Servicer or the Trustee, as
applicable, any Advance Interest then due and owing to such Person with respect to any Servicing Advance made by such Person (out
of its own funds) with respect to any related Serviced Loan Combination or any successor REO Mortgage Loan with respect thereto;


 


(vii)             
to pay itself any items of Additional Master Servicing Compensation,
and to pay to the applicable Special Servicer any items of Additional Special Servicing Compensation with respect to any related
Serviced Loan Combination, in each case on deposit in such Serviced Pari Passu Companion Loan Custodial Account from time to time,
and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor with respect to any
related Serviced Loan Combination, the Trust Advisor’s right to payment pursuant to this clause (vii) with respect
to such Serviced Loan Combination being limited to amounts on deposit in such Serviced Pari Passu Companion Loan Custodial Account
that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;


 


(viii)           
to pay any unpaid Liquidation Expenses incurred with respect to
any related Serviced Loan Combination or any related REO Property (but only to the extent that amounts specifically allocable
to such purpose have not been deposited in the Collection Account);


 


(ix)              
to pay, in accordance with Section 3.11(i), certain
servicing expenses with respect to any related Serviced Loan Combination or any related REO Property, which expenses would, if
advanced, constitute Nonrecoverable Servicing Advances (but only to the extent that amounts specifically allocable to such purpose
have not been deposited in the Collection Account);


 


(x)               
to pay any costs and expenses incurred by the Trust pursuant to
Section 3.09(c) (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a
Servicing Advance) with respect to any related Serviced Loan Combination or any related REO Property (but only to the extent that
amounts


 






    	-194-



    	 



    

 


specifically allocable to such purpose have not been deposited in the Collection Account);


 


(xi)               
to pay itself, the applicable Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Trust Advisor, or any of their respective directors, officers, members, managers,
employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b)
or Section 8.05, as applicable, in connection with any related Serviced Loan Combination or any related REO Property
(but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);


 


(xii)              
to pay to itself, the applicable Special Servicer, the Trustee or
the Depositor, as the case may be, any amount specifically required to be paid to such Person at the expense of any related Serviced
Pari Passu Companion Loan Holder(s) under any provision of the related Intercreditor Agreement or, subject to the related Intercreditor
Agreement, any provision of this Agreement, to which reference is not made in any other clause of this Section 3.05(f),
it being acknowledged that this clause (xii) shall not be construed to modify any limitation otherwise set forth in
this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any
such payment or reimbursement is permitted to be made;


 


(xiii)            
to withdraw any amount and pay to the Person entitled thereto any
amount deposited in such Serviced Pari Passu Companion Loan Custodial Account in error; and


 


(xiv)            
to clear and terminate such Serviced Pari Passu Companion Loan Custodial
Account at the termination of this Agreement pursuant to Section 9.01 or at such time as any related Serviced Loan
Combination or any related REO Property is no longer serviced hereunder.


 


provided
that in connection with any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from a Serviced
Pari Passu Companion Loan Custodial Account pursuant to clause (v) (relating to Servicing Advances), clause (vi)
(relating to Advance Interest on Servicing Advances), clause (viii) (relating to Liquidation Expenses), clause (ix)
(relating to Nonrecoverable Servicing Advances), clause (x) (relating to certain environmental expenses) or clause (xi)
(relating to certain indemnification and similar expenses), other than (in the case of such clause (xi)) Trust
Advisor Expenses, such payment shall be made from amounts on deposit in the applicable Collection Account and any related Serviced
Pari Passu Companion Loan Custodial Account (withdrawals from the applicable Collection Account and any related Serviced Pari
Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based
on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan)
from related funds prior to payment from funds in the Collection Accounts that are unrelated to such Serviced Loan Combination.
Notwithstanding the foregoing, to the extent the applicable Master Servicer, the applicable Special Servicer or the Trustee, as
applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for
a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating
to a Serviced Loan Combination, the parties


 






    	-195-



    	 



    

 


acknowledge that any related Serviced Pari Passu Companion Loan Holder shall, if and
to the extent required under the related Intercreditor Agreement, promptly following notice from the applicable Master Servicer,
reimburse the Trust Fund for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest.


 


Notwithstanding
any contrary provision above, any reimbursements of Servicing Advances out of such Serviced Pari Passu Companion Loan Custodial
Account shall be made (to the extent of their respective entitlements to such reimbursements and/or payments): first,
to the Trustee; second, to the applicable Special Servicer; and third, to the applicable Master Servicer.


 


The
applicable Master Servicer shall pay to the applicable Special Servicer from any related Serviced Pari Passu Companion Loan Custodial
Account amounts permitted to be paid to the applicable Special Servicer therefrom in respect of Special Servicing Fees, Workout
Fees or otherwise, such payment to be based upon a written statement of the applicable Special Servicer describing the item and
amount to which the applicable Special Servicer is entitled; provided that no written statement is required for a payment
of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Mortgage
Loan. The applicable Master Servicer may rely conclusively on any such statement and shall have no duty to recalculate the amounts
stated therein.


 


The
Trustee, the Certificate Administrator, the Depositor, the applicable Master Servicer, the applicable Special Servicer and the
Trust Advisor, as applicable, shall in all cases have a right prior to any related Serviced Pari Passu Companion Loan Holder(s)
to any particular funds on deposit in a Serviced Pari Passu Companion Loan Custodial Account from time to time for the reimbursement
or payment of compensation, Servicing Advances (with interest thereon at the Reimbursement Rate) and their respective expenses
hereunder, but only if and to the extent such compensation, Servicing Advances (with interest) and expenses are to be reimbursed
or paid from such funds on deposit in such Serviced Pari Passu Companion Loan Custodial Account pursuant to the express terms
of the related Intercreditor Agreement or, subject to the related Intercreditor Agreement, pursuant to the express terms of this
Agreement.


 


(g)                
[Reserved.]


 


(h)                
If any Loss of Value Payments are deposited into the Loss of Value
Reserve Fund with respect to any Mortgage Loan or any related REO Property, then the applicable Special Servicer shall, promptly
upon written direction from the applicable Master Servicer (provided that, (1) with respect to clause (iv)
below, the applicable Special Servicer shall have provided notice to the applicable Master Servicer of the occurrence of such
Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided
the applicable Master Servicer and the applicable 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 applicable
Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)               
to reimburse the applicable Master Servicer or the Trustee, in accordance
with Section 3.05(a) of this Agreement, for any Nonrecoverable Advance made by such


 






    	-196-



    	 



    

 


party with respect to such Mortgage
Loan or any related REO Property (together with Advance Interest);


 


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


 


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


 


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


 


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


 


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


 


(i)                
With respect to any Serviced Loan Combination, if amounts required
to pay the compensation, fees, costs, expenses or reimbursement incurred in connection with the servicing and administration of
any related Serviced Pari Passu Companion Loan exceed amounts on deposit in the Serviced Pari Passu Companion Loan Custodial Account
and the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee,
as applicable, have sought reimbursement from the Trust Fund with respect to such expenses allocable to such Serviced Pari Passu
Companion Loan, then the applicable Master Servicer or the applicable Special Servicer, as applicable, shall use efforts in accordance
with the Servicing Standard to exercise promptly the rights of the Trust Fund under


 






    	-197-



    	 



    

 


the related Intercreditor Agreement to obtain
reimbursement from the holder of any Serviced Pari Passu Companion Loan for that holder’s pro rata share of the expense.


 


Section
3.06        Investment of Funds in the Accounts. (a) Each Master
Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator)
that holds its Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve
Account, in each case, maintained by it, each Special Servicer may direct (pursuant to a standing order or otherwise) any depositary
institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate
Administrator (other than WFB acting as the Certificate Administrator) may direct (pursuant to a standing order or otherwise)
any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds
Account to invest, or if any of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator,
as appropriate, is such depositary institution, the applicable Master Servicer, the applicable Special Servicer or the Certificate
Administrator (other than WFB acting as the Certificate Administrator), as the case may be, may invest itself, the funds held
therein in (but only in) one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be
withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with
respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the
next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account
shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further,
that the funds in any Investment Account shall remain uninvested unless and until the applicable Master Servicer, the applicable
Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant
to or as contemplated by this Section 3.06. All such Permitted Investments shall be held to maturity, unless payable
on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such).
The applicable Master Servicer (with respect to Permitted Investments of amounts in its Collection Account, the Serviced Pari
Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, in each case, maintained by it), the applicable
Special Servicer (with respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with
respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account) acting on behalf of the Trustee, shall (and the Trustee hereby designates the applicable Master Servicer, the
applicable Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement
holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control”
of any Permitted Investment that is either a “certificated security” or an “uncertificated security”.
For purposes of this Section 3.06(a), the terms “entitlement holder”, “security entitlement”,
“control”, “certificated security” and “uncertificated security” shall have the meanings given
such terms in Revised Article 8 (1994 Revision) of the UCC, and “control” of any Permitted Investment by the
applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall constitute “control”
by a Person designated by, and acting on behalf of, the Trustee for purposes of Revised Article 8 (1994 Revision) of the
UCC. If amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand,


 






    	-198-



    	 



    

 


the
party hereunder that maintains such Investment Account (whether it is the applicable Master Servicer, the applicable Special Servicer
or the Certificate Administrator), shall:


 


(x)          consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount at least equal to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and


 


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


 


(b)             
Whether or not the applicable Master Servicer directs the investment
of funds in any Investment Account (other than a Servicing Account or Reserve Account) maintained by it, interest and investment
income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for such Investment Account
for each Collection Period, shall be for the sole and exclusive benefit of the applicable Master Servicer and shall be subject
to its withdrawal in accordance with Section 3.05. Whether or not the applicable Master Servicer directs the investment
of funds in any Servicing Account or Reserve Account maintained by it, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for such Investment Account for each Collection Period, and subject
to the requirements of applicable law or the terms of the related Serviced Mortgage Loan(s) or Serviced Pari Passu Companion Loan(s)
regarding the payment of such interest and investment income to the related Borrower, shall be for the sole and exclusive benefit
of the applicable Master Servicer and shall be subject to withdrawal from time to time in accordance with Section 3.03.
Whether or not the applicable Special Servicer directs the investment of funds in the REO Account or the Loss of Value Reserve
Fund, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any,
for such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the applicable Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.16(b). Whether or not the Certificate
Administrator directs the investment of funds in the Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings,
if any, for each such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the Certificate
Administrator and shall be subject to its withdrawal in accordance with Section 3.05. If any loss shall be incurred
in respect of any Permitted Investment on deposit in any Investment Account, the party hereunder that maintains such Investment
Account (whether it is the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator), shall
promptly deposit therein from its own funds, without right of reimbursement, no later than the end of the Collection Period during
which such loss was incurred, the amount of the Net Investment Loss, if any, in respect of such Investment Account for such Collection
Period (except, in the case of any such loss with respect to a Servicing Account or Reserve Account, to the extent the loss amounts
were invested for the benefit of a Borrower under the terms of a Serviced Mortgage Loan, Serviced Pari Passu Companion Loan or
applicable law).


 






    	-199-



    	 



    

 


(c)                
Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of any payment due (or in any other performance required) under any Permitted Investment of funds
on deposit in any Investment Account, and if the party hereunder that maintains such Investment Account (whether it is the applicable
Master Servicer, the applicable Special Servicer or the Certificate Administrator) is in default of its obligations under or contemplated
by Section 3.06(b), the Trustee may and, subject to Section 8.02, upon the request of (i) Holders
of Certificates entitled to not less than 25% of the Voting Rights allocated to any Class of Interest Only Certificates or Principal
Balance Certificates or (ii) the Subordinate Class Representative or (iii) alternatively, but only if the Permitted
Investment involves funds on deposit in a Serviced Pari Passu Companion Loan Custodial Account, any related Serviced Pari Passu
Companion Loan Holder(s) (it being understood that, for purposes of this clause (iii), Section 8.02 shall
be construed as if references therein to one or more “Certificateholders” were instead references to such Serviced
Pari Passu Companion Loan Holder), the Trustee shall, take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate legal proceedings. Any costs incurred by the Trustee in taking any such
action shall be reimbursed to it by the party hereunder that maintains such Investment Account (whether it is the applicable Master
Servicer, the applicable Special Servicer or the Certificate Administrator). This provision is in no way intended to limit any
actions that the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator may take in this
regard at its own expense.


 


(d)                
Notwithstanding the investment of funds held in any Investment Account,
for purposes of the calculations hereunder, including the calculation of the Available Distribution Amount, the Master Servicer
Remittance Amounts and the monthly amounts payable to the respective Serviced Pari Passu Companion Loan Holders, the amounts so
invested shall be deemed to remain on deposit in such Investment Account.


 


Section
3.07        Maintenance of Insurance Policies; Errors and Omissions and Fidelity
Coverage. (a) In the case of each Serviced Mortgage Loan or Serviced Loan Combination, the applicable Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the related Borrower to maintain (including identifying
the extent to which a Borrower is maintaining insurance coverage and, if such Borrower does not so maintain, the applicable Master
Servicer will itself cause to be maintained with Qualified Insurers having the Required Claims-Paying Ratings) for the related
Mortgaged Property (x) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to
depreciation, in an amount that is at least equal to the lesser of (i) the full replacement cost of improvements securing
such Serviced Mortgage Loan or Serviced Loan Combination or (ii) the outstanding principal balance of such Serviced Mortgage
Loan or Serviced Loan Combination, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause
and (y) all other insurance coverage (including but not limited to coverage for damage resulting from acts of terrorism)
as is required or (subject to the Servicing Standard) that the lender is entitled to reasonably require, subject to applicable
law, under the related Mortgage Loan Documents; provided that all of the following conditions and/or limitations shall
apply:


 


(A)               
the applicable Master Servicer shall not be required to maintain
any earthquake or environmental insurance policy on any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan
Combination unless such


 






    	-200-



    	 



    

 


insurance policy was in effect at the time of the origination of such Serviced Mortgage Loan or Serviced
Loan Combination pursuant to the terms of the related Mortgage Loan Documents and is available at commercially reasonable rates
and the Trustee has an insurable interest;


 


(B)               
if and to the extent that any Serviced Mortgage Loan or Serviced
Loan Combination grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider
from whom the related Borrower is to obtain the requisite insurance coverage, the applicable Master Servicer shall (to the extent
consistent with the Servicing Standard) use efforts consistent with the Servicing Standard to cause the related Borrower to obtain
the requisite insurance coverage from Qualified Insurers that, in each case, have the Required Claims-Paying Ratings at the time
such insurance coverage is obtained;


 


(C)               
the applicable Master Servicer shall have no obligation beyond using
its reasonable efforts consistent with the Servicing Standard to cause the Borrower under any Serviced Mortgage Loan to maintain
the insurance required to be maintained or that the lender is entitled to reasonably require, subject to applicable law, under
the related Mortgage Loan Documents;


 


(D)               
in no event shall the applicable Master Servicer be required to
cause the Borrower under any Serviced Mortgage Loan to maintain, or itself obtain, insurance coverage that the applicable Master
Servicer has determined is either (i) not available at any rate or (ii) not available at commercially reasonable rates
and the related hazards are not at the time commonly insured against at the then-available rates for properties similar to the
related Mortgaged Property and located in or around the region in which the related Mortgaged Property is located;


 


(E)               
the reasonable efforts of the applicable Master Servicer to cause
the Borrower under any Serviced Mortgage Loan to maintain insurance shall be conducted in a manner that takes into account the
insurance that would then be available to such Master Servicer on a force-placed basis; and


 


(F)                
to the extent the applicable Master Servicer itself is required
to maintain insurance that the Borrower under any Serviced Mortgage Loan does not maintain, the applicable Master Servicer shall
not be required to maintain insurance other than what is available to the applicable Master Servicer on a force-placed basis (and
this will not be construed to modify the other limits set forth in clause (D) above).


 


Notwithstanding
the limitation set forth in clause (D) above, if the related Borrower under any Serviced Mortgage Loan fails to maintain
with respect to the related Mortgaged Property (i) specific casualty insurance coverage providing for “special”
form coverage that does not specifically exclude, terrorist or similar acts, and/or (ii) specific insurance coverage with
respect to damages or casualties caused by terrorist or similar acts, the applicable Master Servicer shall cause the related Borrower
to maintain, or itself obtain, such insurance


 






    	-201-



    	 



    

 


upon terms not materially less favorable than those in place as of the Closing Date,
unless the applicable Special Servicer has determined in its reasonable judgment based on inquiry consistent with the Servicing
Standard, and (during any Subordinate Control Period and other than with respect to any Excluded Loan) with the consent of the
Subordinate Class Representative or (during any Collective Consultation Period, any Senior Consultation Period and, in the case
of any Excluded Loan, any Subordinate Control Period) after having consulted with the Trust Advisor and (during any Collective
Consultation Period and other than with respect to any Excluded Loan) the Subordinate Class Representative, that either (a) such
insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against
for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property
is located, or (b) such insurance is not available at any rate (failure to maintain required insurance due to either of clause (a)
or (b) is referred to herein as an “Acceptable Insurance Default”).
The Subordinate Class Representative and/or Trust Advisor, as applicable, will have no more than thirty (30) days to respond to
the applicable Special Servicer’s request for such consent or consultation; provided that upon the applicable Special
Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the applicable
Special Servicer to consult with the Subordinate Class Representative and/or Trust Advisor, the applicable Special Servicer will
not be required to do so. If any such approval of the applicable Special Servicer has not been expressly denied within ninety
(90) days of the applicable Special Servicer’s receipt from the applicable Master Servicer of the applicable Master Servicer’s
determination and analysis and all information reasonably requested thereby and reasonably available to the applicable Master
Servicer in order to make an informed decision, such approval shall be deemed to have been granted. If the applicable Special
Servicer is in the process of making a determination described above in this paragraph, then, during the period of such evaluation
by the applicable Special Servicer (or, to the extent applicable, during the period that the applicable Special Servicer is obtaining
the consent of the Subordinate Class Representative (other than with respect to an Excluded Loan) or consulting with the Trust
Advisor and/or the Subordinate Class Representative (other than with respect to an Excluded Loan), as applicable), the applicable
Master Servicer shall not be liable for any loss related to its failure to require the related Borrower to maintain terrorism
insurance and shall not be in default of its obligations hereunder as a result of such failure to maintain terrorism insurance.


 


The
applicable Master Servicer shall notify the applicable Special Servicer, the Trustee, the Subordinate Class Representative (other
than with respect to an Excluded Loan) and the Majority Subordinate Certificateholder (other than with respect to an Excluded
Loan) and (if a Serviced Loan Combination is involved) the related Serviced Pari Passu Companion Loan Holder(s) if the applicable
Master Servicer determines that any Borrower under a Serviced Mortgage Loan or Serviced Loan Combination has failed to maintain
insurance required under (or that such Master Servicer has required pursuant to a provision that entitles the lender to reasonably
require insurance under) the related Mortgage Loan Documents and such failure materially and adversely affects such Mortgage Loan
or Loan Combination and/or the interest of the Trust or the Serviced Pari Passu Companion Loan Holder(s) in the related Mortgaged
Property or if any Borrower under a Serviced Mortgage Loan or Serviced Loan Combination has notified the applicable Master Servicer
in writing that such Borrower does not intend to maintain such insurance and the applicable Master Servicer has determined that
such failure materially


 






    	-202-



    	 



    

 


and adversely affects such Mortgage Loan or Loan Combination and/or the interest of the Trust or the Serviced
Pari Passu Companion Loan Holder(s) in the related Mortgaged Property.


 


(b)                
Subject to Sections 3.17(b), and/or 3.24, as
applicable, with respect to each Administered REO Property, the applicable Special Servicer shall use reasonable efforts, consistent
with the Servicing Standard, to maintain with Qualified Insurers having the Required Claims-Paying Ratings (a) a fire and casualty
extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal
to the lesser of (i) the full replacement cost of improvements at such Administered REO Property or (ii) the outstanding
principal balance of the related REO Mortgage Loan, but, in any event, in an amount sufficient to avoid the application of any
co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would
be required under prudent lending requirements and in an amount not less than $1,000,000 per occurrence and (c) to the extent
consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period
of at least twelve (12) months (or at least eighteen (18) months, in the case of an Administered REO Property whose related REO
Mortgage Loan had an initial principal balance exceeding $35,000,000), in each case if so required pursuant to the related Mortgage
Loan Documents; provided that both of the following conditions and/or limitations shall apply:


 


(A)               
the applicable Special Servicer shall not be required to maintain
or obtain the insurance coverage otherwise described above unless the Trustee has an insurable interest; and


 


(B)               
the applicable Special Servicer shall not be required to maintain
or obtain the insurance coverage otherwise described above to the extent that the coverage is not available at commercially reasonable
rates and consistent with the Servicing Standard.


 


All
such insurance policies maintained as described above shall contain (if they insure against loss to property) a “standard”
mortgagee clause, with loss payable to the applicable Master Servicer (or the applicable sub-servicer) on behalf of the Trustee,
in the case of insurance maintained in respect of a Serviced Mortgage Loan or Serviced Loan Combination, or shall name the Trustee
as the insured, with loss payable to the applicable Special Servicer on behalf of the Trustee, in the case of insurance maintained
in respect of an Administered REO Property. Any amounts collected by the applicable Master Servicer or the applicable Special
Servicer, as applicable, under any such policies (other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or REO Property or amounts to be released to the related Borrower, in each case in accordance with the Servicing
Standard) shall be deposited in the Collection Account or, to the extent the loss affects a Serviced Pari Passu Companion Loan
Holder, in the Serviced Pari Passu Companion Loan Custodial Account, as applicable, in each case as appropriate in accordance
with Section 3.04, subject to withdrawal pursuant to Section 3.05, in the case of amounts received in
respect of a Serviced Mortgage Loan, or in the REO Account of the applicable Special Servicer, subject to withdrawal pursuant
to Section 3.16(c), in the case of amounts received in respect of an Administered REO Property. Any cost incurred
by the applicable Master Servicer or the applicable Special Servicer in maintaining any such insurance shall not, for purposes
hereof, including calculating monthly


 






    	-203-



    	 



    

 


distributions to Certificateholders, be added to unpaid principal balance or Stated Principal
Balance of the related Serviced Mortgage Loan or Serviced Loan Combination, notwithstanding that the terms of such Serviced Mortgage
Loan or Serviced Loan Combination so permit; provided that this sentence shall not limit the rights of the applicable Master
Servicer or the applicable Special Servicer on behalf of the Trust (and, if applicable, any related Serviced Pari Passu Companion
Loan Holders) to enforce any obligations of the related Borrower under such Serviced Mortgage Loan or Serviced Loan Combination.
Costs to the applicable Master Servicer or the applicable Special Servicer of maintaining insurance policies pursuant to this
Section 3.07 shall (subject to Section 3.11(h) and Section 3.19(b)) be paid by, and reimbursable
to, the applicable Master Servicer or the applicable Special Servicer, as the case may be, as a Servicing Advance.


 


(c)                
If (i) the applicable Master Servicer or the applicable Special
Servicer shall obtain and maintain, or cause to be obtained and maintained, a blanket policy or master force-placed policy insuring
against hazard losses on all of any Serviced Mortgage Loans, Serviced Loan Combinations or Administered REO Properties, as applicable,
then, to the extent such policy (A) is obtained from a Qualified Insurer having the Required Claims-Paying Ratings, and (B) provides
protection equivalent to the individual policies otherwise required herein and in the Mortgage Loan Documents or (ii) the applicable
Master Servicer or the applicable Special Servicer has long term unsecured debt obligations or deposit accounts that are rated
not lower than “A-” by Fitch (or, if not rated by Fitch, an equivalent rating by (A) at least two NRSROs (which may
include Morningstar and/or Moody’s) or (B) one NRSRO (which may include Moody’s or Morningstar) and A.M. Best Company)
and “A3” by Moody’s (or, if not rated by Moody’s, at least “A-” by S&P (or, if not rated
by S&P, an equivalent rating by (A) at least two NRSROs (which may include Fitch and/or Morningstar) or (B) one NRSRO (which
may include Fitch or Morningstar) and A.M. Best Company)), or it has received a Rating Agency Confirmation from each Rating Agency
with respect to which such rating is not satisfied, and the applicable Master Servicer or the applicable Special Servicer, as
the case may be, self-insures for its obligation to maintain the individual policies otherwise required, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its obligation
to cause hazard insurance to be maintained on the related Mortgaged Properties or REO Properties, as applicable. Such a blanket
or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the applicable
Master Servicer or the applicable Special Servicer, as the case may be, whichever maintains such policy, shall, if there shall
not have been maintained on any Mortgaged Property securing a Serviced Mortgage Loan, Serviced Loan Combination or any Administered
REO Property thereunder a hazard insurance policy complying with the requirements of Section 3.07(a), and there shall
have been one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account
(or, to the extent the loss affects any Serviced Pari Passu Companion Loan Holder(s), in the Serviced Pari Passu Companion Loan
Custodial Account, as applicable) maintained by the applicable Master Servicer, from its own funds without any right of reimbursement
from the Trust, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss
or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained
to the related Serviced Mortgage Loan or Serviced Loan Combination (or, in the absence of any such deductible limitation, the
deductible limitation for an individual policy which is consistent with the Servicing Standard). The applicable Master Servicer
and the


 






    	-204-



    	 



    

 


applicable Special Servicer shall each prepare and present, on behalf of itself, the Trustee and Certificateholders and,
if applicable, any related Serviced Pari Passu Companion Loan Holders, claims under any such blanket or master force-placed policy
maintained by it in a timely fashion in accordance with the terms of such policy.


 


(d)                
With respect to each Performing Serviced Mortgage Loan that is subject
to an Environmental Insurance Policy, if the applicable Master Servicer has actual knowledge of any event (an “Insured
Environmental Event”) giving rise to a claim under an Environmental Insurance Policy, the applicable Master Servicer
shall notify the applicable Special Servicer to such effect and the applicable Master Servicer shall take reasonable actions as
are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. With respect to each Specially Serviced
Mortgage Loan that is subject to an Environmental Insurance Policy, if the applicable Special Servicer has actual knowledge of
any event giving rise to a claim under an Environmental Insurance Policy, the applicable Special Servicer shall notify the applicable
Master Servicer, which shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions
of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. With respect to each Administered REO Property that is subject to an Environmental Insurance Policy, if the
applicable Special Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy,
the applicable Special Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and
conditions of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the
Trust is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any claim under an Environmental Insurance Policy described above (whether by the applicable Master Servicer or
the applicable Special Servicer) shall be (subject to Section 3.11(h) and Section 3.19(b)) paid by, and
reimbursable to, the applicable Master Servicer or the applicable Special Servicer, as the case may be, as a Servicing Advance.


 


(e)                
The applicable Master Servicer and the applicable Special Servicer
shall each at all times during the term of this Agreement (or, in the case of the applicable Special Servicer, at all times during
the term of this Agreement during which Specially Serviced Mortgage Loans and/or Administered REO Properties exist as part of
the Trust Fund) keep in force with a Qualified Insurer having the Required Claims-Paying Ratings, a fidelity bond in such form
and amount as are consistent with the Servicing Standard. The applicable Master Servicer or applicable Special Servicer shall
be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms
of such fidelity bond, the coverage afforded thereunder extends to the applicable Master Servicer or the applicable Special Servicer,
as the case may be. Such fidelity bond shall provide that it may not be canceled without ten (10) days’ prior written notice
to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the applicable Master Servicer or the
applicable Special Servicer, as applicable, are rated not lower than “A-” by Fitch (or, if not rated by Fitch, an
equivalent (or higher) rating by (1) any two other NRSROs (which may include Moody’s and/or Morningstar) or (2) one NRSRO
(which may include Moody’s or Morningstar) and A.M. Best Company), and “A3” by Moody’s (or, if not rated
by Moody’s, at least “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least
two NRSROs (which may


 






    	-205-



    	 



    

 


include Fitch and/or Morningstar) or (B) one NRSRO (which may include Fitch or Morningstar) and A.M.
Best Company)), or it has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating is not
satisfied, the applicable Master Servicer or the applicable Special Servicer, as the case may be, may self-insure with respect
to the fidelity bond coverage required as described above, in which case it shall not be required to maintain an insurance policy
with respect to such coverage.


 


The
applicable Master Servicer and the applicable Special Servicer shall each at all times during the term of this Agreement (or,
in the case of the applicable Special Servicer, at all times during the term of this Agreement during which Specially Serviced
Mortgage Loans and/or Administered REO Properties exist as part of the Trust Fund) also keep in force with a Qualified Insurer
having the Required Claims-Paying Ratings, a policy or policies of insurance covering loss occasioned by the errors and omissions
of its officers and employees in connection with its servicing obligations hereunder, which policy or policies shall be in such
form and amount as are consistent with the Servicing Standard. The applicable Master Servicer or applicable Special Servicer shall
be deemed to have complied with the foregoing provision if an Affiliate thereof has such policy or policies and, by the terms
of such policy or policies, the coverage afforded thereunder extends to the applicable Master Servicer or the applicable Special
Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without ten (10)
days’ prior written notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the
applicable Master Servicer or the applicable Special Servicer, as applicable, are rated not lower than “A-” by Fitch
(or, if not rated by Fitch, an equivalent (or higher) rating by (1) any two other NRSROs (which may include Moody’s and/or
Morningstar) or (2) one NRSRO (which may include Moody’s or Morningstar) and A.M. Best Company), and “A3” by
Moody’s (or, if not rated by Moody’s, at least “A-” by S&P (or, if not rated by S&P, an equivalent
rating by (A) at least two NRSROs (which may include Fitch and/or Morningstar) or (B) one NRSRO (which may include Fitch
or Morningstar) and A.M. Best Company)), or it has received a Rating Agency Confirmation from each Rating Agency with respect
to which such rating is not satisfied, the applicable Master Servicer or the applicable Special Servicer, as the case may be,
may self-insure with respect to the errors and omissions coverage required as described above, in which case it shall not be required
to maintain an insurance policy with respect to such coverage.


 


Section
3.08        Enforcement of Alienation Clauses. (a) If the provisions
of any Serviced Mortgage Loan or Serviced Loan Combination expressly permit the assignment of the related Mortgaged Property to,
and assumption of such Mortgage Loan by, another Person, or the transfer of interests in the related Borrower, in each case upon
the satisfaction of specified conditions, prohibit such an assignment and assumption or transfer except upon the satisfaction
of specified conditions, or fully prohibit such an assignment and assumption or transfer, and the related Borrower (and/or the
holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer
of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if
the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permit the further encumbrance of the related
Mortgaged Property or interests in the related Borrower upon the satisfaction of specified conditions, prohibit such a further
encumbrance except upon the satisfaction of specified conditions, or fully prohibit such a further encumbrance, in each case,
other than an encumbrance with respect to an NCB Co-op Mortgage Loan as to which the NCB


 






    	-206-



    	 



    

 


Subordinate Debt Conditions have been
satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation
of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and,
if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material
Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan and, if applicable, a related Performing
Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and
with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage
Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan) shall obtain
the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment
and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation
of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and,
if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive
the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions
shall apply:


 


(A)               
subject to Section 3.08(c), the applicable Master Servicer
shall not enter into such a waiver or approval for any Performing Serviced Mortgage Loan and, if applicable, any related Performing
Serviced Pari Passu Companion Loan, unless such Master Servicer has obtained the consent of the applicable Special Servicer (it
being understood and agreed that (1) the applicable Master Servicer shall promptly provide the applicable Special Servicer
with (x) written notice of any Borrower request for such assignment and assumption or transfer or such encumbrance, (y) the
applicable Master Servicer’s written recommendations and analysis, and (z) all information reasonably available to
the applicable Master Servicer that the applicable Special Servicer may reasonably request in order to withhold or grant any such
consent, (2) the applicable Special Servicer shall decide whether to withhold or grant such consent in accordance with the
Servicing Standard (and subject to Section 3.24, and/or Section 3.26 if and as applicable), and (3) if
any such consent has not been expressly denied within fifteen (15) Business Days (or at least five (5) Business Days after the
time period provided for in the related Intercreditor Agreement) of the applicable Special Servicer’s receipt from the applicable
Master Servicer of the applicable Master Servicer’s written recommendations and analysis and all information reasonably
requested thereby and reasonably available to the applicable Master Servicer in order to make an informed decision, such consent
shall be deemed to have been granted;


 


(B)               
if approval of an assignment and assumption or waiver of a due-on-sale
provision is involved and the affected Serviced Mortgage Loan is a Mortgage Loan that (together with all other Mortgage Loans,
if any, that are in the same Cross-Collateralized Group as such Mortgage Loan or have the same Borrower as such Mortgage Loan
or have Borrowers that are known to be affiliated with the Borrower under such Mortgage Loan) is one of the ten largest


 






    	-207-



    	 



    

 


Mortgage
Loans then in the Trust, has a Cut-off Date Principal Balance in excess of $20,000,000, or if a Serviced Loan Combination is involved,
then, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master Servicer (with respect
to a Performing Serviced Mortgage Loan or, if applicable, any related Performing Serviced Pari Passu Companion Loan other than
a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage
Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan) nor the applicable Special Servicer (with respect
to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material
Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced
Pari Passu Companion Loan) shall enter into such approval or waiver unless and until such approval or waiver is the subject of
a Rating Agency Confirmation (subject to Section 3.27) and in the case of a Serviced Loan Combination, the equivalent
confirmation from each Pari Passu Companion Loan Rating Agency with respect to the related Serviced Pari Passu Companion Loan
Securities; and


 


(C)               
if approval of a further encumbrance or waiver of a due-on-encumbrance
provision is involved, then, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master
Servicer (with respect to a Performing Serviced Mortgage Loan or, if applicable, any related Performing Serviced Pari Passu Companion
Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a
Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan) nor the applicable Special Servicer
(with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision
or a Material Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing
Serviced Pari Passu Companion Loan) shall enter into such approval or waiver unless and until such approval or waiver is the subject
of a Rating Agency Confirmation (subject to Section 3.27) if the related Serviced Mortgage Loan (a) represents 2%
or more of the then-aggregate principal balance of all of the Mortgage Loans then in the Trust Fund, (b) is one of the ten
largest Mortgage Loans then in the Trust Fund by principal balance, (c) has an aggregate loan-to-value ratio (including existing
and proposed additional debt) that is equal to or greater than 85% or (d) has an aggregate debt service coverage ratio (including
the debt service on the existing and proposed additional debt) that is less than 1.20x;


 


(D)               
if approval of an assignment and assumption or waiver of a due-on-sale
provision is involved, then, subject to the related Mortgage Loan Documents and applicable law, neither the applicable Master
Servicer (with respect to a Performing Serviced Mortgage Loan or, if applicable, any related Performing Serviced Pari Passu Companion
Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a
Non-WFB Mortgage Loan or, if applicable, a related Performing


 






    	-208-



    	 



    

 


Serviced Pari Passu Companion Loan) nor the applicable Special Servicer
(with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision
or a Material Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing
Serviced Pari Passu Companion Loan) shall enter into such approval or waiver with respect to any Mortgaged Property which secures
a Cross-Collateralized Group unless (i) all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred
simultaneously by the respective Borrower(s) or (ii) either (x) in the case of the applicable Master Servicer, it has
obtained the consent of the applicable Special Servicer (pursuant to the approval procedures described in clause (A)
above) or (y) in the case of the applicable Special Servicer, it has obtained the consent of the Subordinate Class Representative
(other than with respect to an Excluded Loan), if and to the extent required under Sections 3.24 and/or Section 3.26,
as applicable);


 


(E)               
subject to the related Mortgage Loan Documents and applicable law,
neither the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan or, if applicable, any related Performing
Serviced Pari Passu Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Serviced
Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan) nor
the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes
a Special Servicer Decision or a Material Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if
applicable, a related Performing Serviced Pari Passu Companion Loan) shall enter into such approval or waiver unless all associated
costs and expenses (including the costs of any Rating Agency Confirmation) are covered without any expense to the Trust or (in
the case of a Serviced Loan Combination) any expense to any related Serviced Pari Passu Companion Loan Holder(s) (it being understood
and agreed that, except as expressly provided herein, neither the applicable Master Servicer nor the applicable Special Servicer
shall be obligated to cover or assume any such costs or expenses) and if the related Borrower refuses to pay any such costs and
expenses then the applicable Master Servicer or the applicable Special Servicer, as applicable, shall be permitted to deny the
related request;


 


(F)                
neither the applicable Master Servicer (with respect to a Performing
Serviced Mortgage Loan or, if applicable, any related Performing Serviced Pari Passu Companion Loan other than a Special Servicer
Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable,
a related Performing Serviced Pari Passu Companion Loan) nor the applicable Special Servicer (with respect to a Specially Serviced
Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing
Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or, if applicable, a related Performing Serviced Pari Passu Companion Loan)
shall, in connection with any such approval or waiver, consent or agree to any modification, waiver or


 






    	-209-



    	 



    

 


amendment of any term or
provision of such Serviced Mortgage Loan that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to the Grantor Trust Pool; and


 


(G)               
the applicable Special Servicer shall not consent to the applicable
Master Servicer’s recommendation described in clause (A) above, or itself enter into such an approval or waiver,
unless the applicable Special Servicer has complied with Section 3.24 and/or Section 3.26, as applicable.


 


Upon
receiving a request for any matter described in this Section 3.08(a) that constitutes a Special Servicer Decision or a
Material Action (without regard to the proviso in the definition of “Special Servicer Decision” or “Material
Action”, as applicable) with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or a related
Performing Serviced Pari Passu Companion Loan, the applicable Master Servicer shall forward such request to the applicable Special
Servicer and, unless the applicable Master Servicer and the applicable Special Servicer mutually agree that the applicable Master
Servicer shall process such request, the applicable Special Servicer shall process such request and the applicable Master Servicer
shall have no further obligation with respect to such request or such Special Servicer Decision or Material Action.


 


Notwithstanding
the foregoing, in no event will the applicable Master Servicer’s approval of an assignment and assumption or further encumbrance
be conditioned on the approval or absence of objection from the applicable Special Servicer (or the applicable Special Servicer
interacting with the Subordinate Class Representative in connection with such Master Servicer approval) or (solely in the case
of an approval of a further encumbrance of a Mortgaged Property securing a Co-op Mortgage Loan) the need to obtain a Rating Agency
Confirmation if either (x) solely in the case of an NCB Co-op Mortgage Loan, the NCB Subordinate Debt Conditions have been
met with respect to such NCB Co-op Mortgage Loan or (y)(a) the transaction is permitted under the related Mortgage Loan Documents
and (b) the conditions to the transaction that are set forth in the related Mortgage Loan Documents do not include the approval
of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the transaction
set forth in the related Mortgage Loan Documents that do not include any other approval or exercise of discretion).


 


Notwithstanding
the foregoing, and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions regarding the incurrence
of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the Mortgagee in order to incur
subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain
any consent or approval hereunder (and without the need to obtain a Rating Agency Confirmation), permit the related Borrower to
incur subordinate debt if the NCB Subordinate Debt Conditions have been met; provided that, subject to the related Mortgage
Loan Documents and applicable law, the NCB Master Servicer shall not waive any right it has, or grant any consent it is otherwise
entitled to withhold, in accordance with any related “due-on-encumbrance” clause under any Mortgage Loan, pursuant
to this paragraph, unless in any such case, all associated costs and expenses are covered without any expense to the Trust.


 






    	-210-



    	 



    

 


(b)                
In connection with any permitted assumption of any Serviced Mortgage
Loan or Serviced Loan Combination or waiver of a “due-on-sale” or “due-on-encumbrance” clause thereunder,
the applicable Master Servicer (in the case of a Performing Serviced Mortgage Loan other than a Special Servicer Decision or a
Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan) or the applicable Special
Servicer (in the case of a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer
Decision or a Material Action on a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan) shall prepare all documents
necessary and appropriate for such purposes and shall coordinate with the related Borrower for the due execution and delivery
of such documents.


 


(c)                
Notwithstanding Section 3.08(a), in connection with
any transfer of an interest in the related Borrower under a Performing Serviced Mortgage Loan or related Serviced Pari Passu Companion
Loan, the applicable Master Servicer shall have the right to grant its consent to the same without the consent or approval of
the applicable Special Servicer (or the applicable Special Servicer interacting with the Subordinate Class Representative in connection
with such applicable Master Servicer consent) if such transfer is allowed under the terms of the related Mortgage Loan Documents
without the exercise of any lender approval or discretion other than confirming the satisfaction of the other conditions to the
transfer set forth in the related Mortgage Loan Documents that do not include any other approval or exercise of discretion and
does not involve incurring new mezzanine indebtedness, including a consent to transfer to any subsidiary or affiliate of such
Borrower or to a person acquiring less than a majority interest in such Borrower; provided that, subject to the terms of
the related Mortgage Loan Documents and applicable law, if (i) the affected Serviced Mortgage Loan is or relates to a Mortgage
Loan that, together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan
or have the same Borrower as such Mortgage Loan or have Borrowers that are known to be affiliated with the Borrower under such
Mortgage Loan, is one of the then-current top ten Mortgage Loans (by Stated Principal Balance) in the Mortgage Pool, has a Cut-off
Date Principal Balance in excess of $20,000,000, or has a Stated Principal Balance that equals or exceeds 5% of the then-aggregate
Stated Principal Balance of the Mortgage Pool, or a Serviced Loan Combination is involved and the related Other Pooling and Servicing
Agreement would require Rating Agency Confirmation if such Serviced Loan Combination was serviced thereunder, and (ii) the
transfer is of an interest in the Borrower greater than 49% or otherwise would result in a change in control of the Borrower (for
these purposes, “control” when used with respect to any specified person means the power to direct the management
and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise
and the terms “controlling” and “controlled” have meanings correlative to the foregoing), then the applicable
Master Servicer shall not consent to such transfer unless and until such transfer is the subject of a Rating Agency Confirmation
(subject to Section 3.27) (and, in the case of any applicable Serviced Mortgage Loan that is part of a Loan Combination,
an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k))
(the costs of which are to be payable by the related Borrower to the extent provided for in the related Mortgage Loan Documents,
which provisions shall not be waived by the applicable Master Servicer, and, if not paid, such costs shall be paid by and reimbursed
to the applicable Master Servicer as an Additional Trust Fund Expense). The applicable Master Servicer shall be entitled to collect
and


 






    	-211-



    	 



    

 


receive from Borrowers any customary fees in connection with such transfers of interest as Additional Master Servicing Compensation.


 


Section
3.09        Realization Upon Defaulted Serviced Mortgage Loans. (a) The
applicable Special Servicer shall, subject to Sections 3.09(b), 3.09(c), 3.09(d), Section 3.24, Section 3.26
and/or Section 3.28, as applicable, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose
upon or otherwise comparably convert the ownership of the real property and other collateral securing any Serviced Mortgage Loan
or Serviced Loan Combination that comes into and continues in default and as to which no satisfactory arrangements can be made
for collection of delinquent payments, including pursuant to Section 3.20. In connection with the foregoing, in the
event of a default under any Serviced Mortgage Loan, Serviced Loan Combination or Cross-Collateralized Group that is secured by
real properties located in multiple states, and such states include California or another state with a statute, rule or regulation
comparable to California’s “one action rule”, then the applicable Special Servicer shall consult Independent
counsel regarding the order and manner in which the applicable Special Servicer should foreclose upon or comparably proceed against
such properties. The applicable Special Servicer may direct the applicable Master Servicer to advance, as contemplated by Section 3.19(b),
all costs and expenses (including attorneys’ fees and litigation costs and expenses) to be incurred on behalf of the Trust
in any such proceedings or such consultation, subject to the applicable Master Servicer being entitled to reimbursement for any
such advance as a Servicing Advance as provided in Section 3.05(a), and further subject to the applicable Special
Servicer’s being entitled to pay out of the related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds
any Liquidation Expenses incurred in respect of any Serviced Mortgage Loan or Serviced Loan Combination, which Liquidation Expenses
were outstanding at the time such proceeds are received. Nothing contained in this Section 3.09 shall be construed
so as to require the applicable Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure
sale or similar proceeding that is in excess of the fair market value of such property, as determined by the applicable Special
Servicer taking into account the factors described in Section 3.18 and the results of any appraisal obtained pursuant
to the following sentence or otherwise, all such cash bids to be made in a manner consistent with the Servicing Standard. If and
when the applicable Master Servicer or the applicable Special Servicer deems it necessary in accordance with the Servicing Standard
for purposes of establishing the fair market value of any Mortgaged Property securing a defaulted Serviced Mortgage Loan or Serviced
Loan Combination, whether for purposes of bidding at foreclosure or otherwise, the applicable Master Servicer or the applicable
Special Servicer (as the case may be) is authorized to have an Appraisal completed with respect to such property (the cost of
which appraisal shall be covered by, and be reimbursable as, a Servicing Advance).


 


The
applicable Master Servicer shall not foreclose upon or otherwise comparably convert, including by taking title thereto, any real
property or other collateral securing a Defaulted Mortgage Loan or Serviced Loan Combination.


 


(b)                
Notwithstanding the foregoing provisions of this Section 3.09,
no Mortgaged Property shall be acquired by the applicable Special Servicer on behalf of the Trust (and, in the case of a Serviced
Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)) under such circumstances, in such manner or pursuant
to such terms as would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within
the meaning


 






    	-212-



    	 



    

 


of Section 860G(a)(8) of the Code (unless the portion of such REO Property that is not treated as “foreclosure
property” and that is held by any REMIC Pool at any given time constitutes not more than a de minimis amount of the
assets of such REMIC Pool within the meaning of Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except
as permitted by Section 3.17(a), subject the Trust to the imposition of any federal income or prohibited transaction
taxes under the Code. Subject to the foregoing, however, a Mortgaged Property may be acquired through a single-member limited
liability company. In addition, except as permitted under Section 3.17(a), the applicable Special Servicer shall not
acquire any personal property on behalf of the Trust (and, in the case of a Serviced Loan Combination, the related Serviced Pari
Passu Companion Loan Holder(s)) pursuant to this Section 3.09 unless either:


 


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


 


(ii)               
the applicable Special Servicer shall have obtained an Opinion of
Counsel (the cost of which shall be covered by, and reimbursable as, a Servicing Advance) to the effect that the holding of such
personal property as part of the Trust Fund will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to the Grantor Trust Pool.


 


(c)                
Notwithstanding the foregoing provisions of this Section 3.09,
the applicable Special Servicer shall not, on behalf of the Trust (and, in the case of a Serviced Loan Combination, the related
Serviced Pari Passu Companion Loan Holder(s)), have a receiver of rents appointed with respect to a Mortgaged Property, or obtain
title to a Mortgaged Property by foreclosure, deed in lieu of foreclosure or otherwise, or take any other action with respect
to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders, could, in the
reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, be considered to
hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of
such Mortgaged Property within the meaning of CERCLA or any comparable law, unless:


 


(i)               
the applicable Special Servicer has previously determined in accordance
with the Servicing Standard, based on a Phase I Environmental Assessment (and any additional environmental testing that the applicable
Special Servicer deems necessary and prudent) of such Mortgaged Property conducted by an Independent Person who regularly conducts
Phase I Environmental Assessments and performed during the nine-month period preceding any such acquisition of title or other
action, that such Mortgaged Property is in compliance with applicable environmental laws and regulations and there are no circumstances
or conditions present at the Mortgaged Property relating to the use, management or disposal of Hazardous Materials for which investigation,
testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations;
or


 


(ii)               
if the determination described in clause (c)(i) above
cannot be made, the applicable Special Servicer has previously determined in accordance with the Servicing Standard, on the same
basis as described in clause (c)(i) above, and taking into account the coverage provided under the related Environmental
Insurance Policy, that it would


 






    	-213-



    	 



    

 


maximize the recovery to the Certificateholders and, in the case of a Mortgaged Property securing
a Serviced Loan Combination, to the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole) on a present
value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders and, in the
case of a Mortgaged Property securing a Serviced Loan Combination, to the related Serviced Pari Passu Companion Loan Holder(s),
to be performed at the related Net Mortgage Rate (or (x) in the case of an ARD Mortgage Loan after its Anticipated Repayment
Date, at the related Net Mortgage Rate immediately prior to the Anticipated Repayment Date, or (y) in the case of a Serviced
Loan Combination, at the weighted average of the Net Mortgage Rates for the related notes)) to acquire title to or possession
of the Mortgaged Property and to take such remedial, corrective and/or other further actions as are necessary to bring the Mortgaged
Property into compliance with applicable environmental laws and regulations and to appropriately address any of the circumstances
and conditions referred to in clause (c)(i) above.


 


Any
such determination by the applicable Special Servicer contemplated by clause (i) or clause (ii) of the
preceding paragraph shall be evidenced by an Officer’s Certificate to such effect delivered to the Trustee, the applicable
Master Servicer, the Subordinate Class Representative (other than with respect to any Mortgaged Property securing an Excluded
Loan) and the Majority Subordinate Certificateholder (other than with respect to any Mortgaged Property securing an Excluded Loan)
(and, in the case of a Mortgaged Property securing a Serviced Loan Combination, to the related Serviced Pari Passu Companion Loan
Holder(s)), specifying all of the bases for such determination, such Officer’s Certificate to be accompanied by all related
environmental reports.


 


The
cost of such Phase I Environmental Assessment and any such additional environmental testing, as well as the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) above of the first paragraph
of Section 3.09(c), shall be paid out of the Collection Account (subject to, if it relates to one or more Mortgage
Loans in a Serviced Loan Combination, the proviso at the end of the first paragraph (that is, the initial paragraph that includes
the enumerated clauses (i) through (xxiii) of Section 3.05(a)(I)).


 


(d)                
If neither of the conditions set forth in clauses (i)
and (ii) of the first paragraph of Section 3.09(c) has been satisfied with respect to any Mortgaged Property
securing a defaulted Serviced Mortgage Loan (or, if applicable, a Serviced Loan Combination), the applicable Special Servicer
shall take such action as is in accordance with the Servicing Standard (other than proceeding against the Mortgaged Property)
and, at such time as it deems appropriate, may, on behalf of the Trust and, if applicable, any related Serviced Pari Passu Companion
Loan Holder(s), release all or a portion of such Mortgaged Property from the lien of the related Mortgage; provided that
both (i) if such Serviced Mortgage Loan has a then-outstanding principal balance greater than $1,000,000, then prior to the
release of all or a portion of the related Mortgaged Property from the lien of the related Mortgage, the applicable Special Servicer
shall have notified the Rating Agencies (subject to Section 3.27), the Subordinate Class Representative, the Majority
Subordinate Certificateholder, the Trustee, the Certificate Administrator and the applicable Master Servicer, in writing of its
intention to so release all or a portion of such Mortgaged Property and the basis for the determination that such intention, in
the applicable Special Servicer’s good faith judgment, was consistent with the


 






    	-214-



    	 



    

 


Servicing Standard and (ii) if any Serviced
Loan Combination is involved, the holders of the related Serviced Pari Passu Companion Loan or their representatives shall have
the rights, if any, in respect thereof that are enumerated in the related Intercreditor Agreement.


 


(e)                
The applicable Special Servicer shall report to the Trustee, the
applicable Master Servicer, the Majority Subordinate Certificateholder (other than with respect to any Mortgaged Property securing
an Excluded Loan), the Trust Advisor (during any Collective Consultation Period, any Senior Consultation Period and, in the case
of any Excluded Loan, any Subordinate Control Period), the Subordinate Class Representative (during any Subordinate Control Period
and any Collective Consultation Period and other than with respect to any Mortgaged Property securing an Excluded Loan), and,
in case of a Mortgaged Property securing a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s),
monthly in writing as to any actions taken by the applicable Special Servicer with respect to any Mortgaged Property as to which
neither of the conditions set forth in clauses (i) and (ii) of the first paragraph of Section 3.09(c)
has been satisfied, in each case until the earliest to occur of satisfaction of either of such conditions, release of the
lien of the related Mortgage on such Mortgaged Property and the related Mortgage Loan’s (or in the case of a Serviced Loan
Combination, each of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) becoming a Corrected Mortgage
Loan.


 


(f)                 
The applicable Special Servicer shall have the right to determine,
in accordance with the Servicing Standard, with respect to any Specially Serviced Mortgage Loan, the advisability of seeking to
obtain a deficiency judgment if the state in which the related Mortgaged Property is located and the terms of the subject Mortgage
Loan permit such an action and shall, in accordance with the Servicing Standard, seek such deficiency judgment if it deems advisable.
The applicable Master Servicer, at the direction of the applicable Special Servicer, shall make a Servicing Advance for the costs
incurred in pursuing any such deficiency action, provided that the applicable Master Servicer shall not be obligated in
connection therewith to advance any funds, which if so advanced would constitute a Nonrecoverable Advance.


 


(g)                
Annually in each January, each Master Servicer shall, with the reasonable
cooperation of the applicable Special Servicer, prepare and file with the IRS on a timely basis the information returns with respect
to the reports of foreclosures and abandonments and reports relating to any cancellation of indebtedness income with respect to
any Serviced Mortgage Loan, or Mortgaged Property securing a Serviced Mortgage Loan and any Serviced Loan Combination, required
by Sections 6050H (as applicable), 6050J and 6050P of the Code. Contemporaneously therewith, the applicable Master Servicer
shall deliver a copy of such information returns to the applicable Special Servicer and the Trustee.


 


(h)                
As soon as the applicable Special Servicer makes a Final Recovery
Determination (during any Subordinate Control Period and any Collective Consultation Period, such determination to be made in
consultation with the Subordinate Class Representative and the related calculations to be subject to the approval of such Subordinate
Class Representative, in each case, other than with respect to any Mortgaged Property securing an Excluded Loan) with respect
to any Mortgage Loan, Serviced Loan Combination or REO Property, it shall promptly notify the Certificate Administrator, the Trustee,
the Rating Agencies (subject to Section 3.27), the applicable Master Servicer (unless it is the one making the determination),
the Trust Advisor


 






    	-215-



    	 



    

 


(during any Collective Consultation Period and any Senior Consultation Period) and the Subordinate Class Representative
(other than with respect to an Excluded Loan) (during any Subordinate Control Period and any Collective Consultation Period).
The applicable Special Servicer shall maintain accurate records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) made by it and the basis thereof. Each such Final Recovery Determination (if any) shall be evidenced by
an Officer’s Certificate delivered to the Certificate Administrator, the Trustee, the applicable Master Servicer (unless
it is the one making the determination), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation
Period) and the Subordinate Class Representative (other than with respect to an Excluded Loan) (during any Subordinate Control
Period and any Collective Consultation Period) no later than ten (10) Business Days following such Final Recovery Determination.


 


(i)                  
Notwithstanding anything the contrary, to the extent that the applicable
Special Servicer acquires a Mortgaged Property that is a hospitality property on behalf of the Trust and such hospitality property
has a franchise or licensing agreement that requires a successor or replacement franchisee or licensee to have a specified net
worth, the applicable Special Servicer shall, to the extent consistent with the Servicing Standard, take all actions reasonably
necessary to permit the Mortgaged Property to maintain its franchise or license with the same franchisor or licensor in place
prior to such foreclosure.


 


Section
3.10        Trustee to Cooperate; Release of Mortgage Files. (a) Upon
the payment in full of any Serviced Mortgage Loan, or the receipt by the applicable Master Servicer of a notification that payment
in full shall be escrowed or made in a manner customary for such purposes, the applicable Master Servicer shall promptly so notify
the Trustee and the Custodian and, in the case of any Serviced Pari Passu Companion Loan, the applicable Master Servicer shall
promptly so notify any related Serviced Pari Passu Companion Loan Holder, and request delivery to it or its designee of the related
Mortgage File and request delivery to it or its designee of the related Mortgage Note, as applicable (such notice and request
to be effected by delivering to the Custodian a Request for Release in the form of Exhibit F-1 attached hereto, which
Request for Release shall be accompanied by the form of any release or discharge to be executed by the Custodian and, in the case
of a Serviced Pari Passu Companion Loan, the related Serviced Pari Passu Companion Loan Holder, and shall include a statement
to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in
the Collection Account and/or in the case of any Serviced Pari Passu Companion Loan, in the Serviced Pari Passu Companion Loan
Custodial Account, as applicable, pursuant to Section 3.04 have been or will be so deposited). Upon receipt of such
Request for Release, the Custodian shall promptly release the related Mortgage File to the applicable Master Servicer or its designee
and shall deliver to the applicable Master Servicer or its designee such accompanying release or discharge, duly executed. No
expenses incurred in connection with preparing or recording any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account or the Distribution Account.


 


(b)                
If from time to time, and as appropriate for servicing or foreclosure
of any Serviced Mortgage Loan, the applicable Master Servicer or the applicable Special Servicer shall otherwise require any Mortgage
File (or any portion thereof) or, in the case of any Serviced Pari Passu Companion Loan, the related Mortgage Note, then, upon
request of the applicable Master Servicer and receipt from the applicable Master Servicer of a Request for Release in the form
of 


 






    	-216-



    	 



    

 


Exhibit F-1 attached hereto signed by a Servicing Officer thereof, or upon request of the applicable Special Servicer
and receipt from the applicable Special Servicer of a Request for Release in the form of Exhibit F-2 attached hereto,
the Custodian shall release such Mortgage File (or portion thereof) or such Mortgage Note to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, or its designee. Upon return of such Mortgage File (or portion thereof) to
the Person from whom it was obtained as described above, or upon the applicable Special Servicer’s delivery to such Person
of an Officer’s Certificate stating that (i) such Mortgage Loan was liquidated and all amounts received or to be received
in connection with such liquidation that are required to be deposited into the Collection Account and/or the Serviced Pari Passu
Companion Loan Custodial Account (if any) pursuant to Section 3.04 have been or will be so deposited or (ii) such
Mortgage Loan has become an REO Mortgage Loan, a copy of the Request for Release shall be returned to the applicable Master Servicer
or the applicable Special Servicer, as applicable, by the Person to whom it was delivered as described above.


 


(c)                
Within five (5) Business Days of the applicable Special Servicer’s
written request therefor (or, in case of an exigency, within such shorter period as is reasonable under the circumstances), the
Trustee and, in the case of a Serviced Loan Combination, any related Serviced Pari Passu Companion Loan Holder shall execute and
deliver to the applicable Special Servicer, in the form supplied to the Trustee or any related Serviced Pari Passu Companion Loan
Holder(s), as applicable, by the applicable Special Servicer, any court pleadings, requests for trustee’s sale or other
documents reasonably necessary, with respect to any Mortgage Loan, to the foreclosure or trustee’s sale in respect of the
related Mortgaged Property or to any legal action brought to obtain judgment against the related Borrower on the Mortgage Note
or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity or to defend any legal action or counterclaim filed against the Trust, the applicable
Master Servicer, the applicable Special Servicer or any related Serviced Pari Passu Companion Loan Holder(s); provided
that the Trustee and each such Serviced Pari Passu Companion Loan Holder may alternatively execute and deliver to the applicable
Special Servicer, in the form supplied to the Trustee and such Serviced Pari Passu Companion Loan Holder, as applicable by the
applicable Special Servicer, a limited power of attorney issued in favor of the applicable Special Servicer, subject to Section 3.01(b),
and empowering the applicable Special Servicer to execute and deliver any or all of such pleadings or documents on behalf of the
Trustee and any Serviced Pari Passu Companion Loan Holder (however, neither the Trustee nor any such Serviced Pari Passu Companion
Loan Holder shall be liable for any misuse of such power of attorney by the applicable Special Servicer). Together with such pleadings
or documents (or such power of attorney), the applicable Special Servicer shall deliver to the Trustee or such Serviced Pari Passu
Companion Loan Holder an Officer’s Certificate requesting that such pleadings or documents (or such power of attorney) be
executed by the Trustee or such Serviced Pari Passu Companion Loan Holder and certifying as to the reason such pleadings or documents
are required and that the execution and delivery thereof by the Trustee or such Serviced Pari Passu Companion Loan Holder (or
by the applicable Special Servicer on behalf of such Person) will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. Within five (5) Business
Days following receipt, the Trustee shall forward any documents it receives related to the servicing of the Mortgage Loans (including
but not limited to any court pleadings and other documents related to legal


 






    	-217-



    	 



    

 


action involving any Borrower or Mortgaged Property)
to the applicable Special Servicer. Upon delivery of such documents, the Trustee shall not be liable for any loss, claim or expense
related to any failure by the applicable Special Servicer to process such documentation in a timely fashion. Any document delivered
to the applicable Special Servicer shall be deemed to have been duly delivered when delivered via overnight carrier to the address
of such party as set forth in Section 12.05.


 


(d)                
If from time to time, pursuant to the terms of an Intercreditor
Agreement and the related Non-Trust Pooling and Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan, and
as appropriate for enforcing the terms of, or otherwise properly servicing, such Non-Trust-Serviced Pooled Mortgage Loan, the
related Non-Trust Master Servicer, the related Non-Trust Special Servicer or other similar party requests delivery to it of the
original Mortgage Note for such Non-Trust-Serviced Pooled Mortgage Loan, then such party shall deliver a Request for Release in
the form of Exhibit F-1 attached hereto to the Custodian and the Custodian shall release or cause the release of such
original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for
a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation
as is appropriate to evidence the holding by the related Non-Trust Master Servicer, the related Non-Trust Special Servicer or
such other similar party, as the case may be, of such original Mortgage Note as custodian on behalf of and for the benefit of
the Trustee.


 


Section
3.11        Master Servicing and Special Servicing Compensation; Interest
on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing
Advances. (a) As compensation for its activities hereunder, the applicable Master Servicer shall be entitled to receive
monthly the Master Servicing Fee with respect to each Mortgage Loan and any Serviced Pari Passu Companion Loan (including each
Specially Serviced Mortgage Loan), and each successor REO Mortgage Loan thereto (in the case of a Serviced Loan Combination, including
(in each case) both the interest therein represented by the related Mortgage Loan and the interest therein represented by the
related Serviced Pari Passu Companion Loan). As to each such Mortgage Loan, Serviced Pari Passu Companion Loan and REO Mortgage
Loan, for each calendar month (commencing with September 2015) or any applicable portion thereof, the Master Servicing Fee
shall accrue at the related Master Servicing Fee Rate (or, (i) in the case of a Serviced Pari Passu Mortgage Loan, at the
sum of the applicable Master Servicing Fee Rate and the applicable Pari Passu Primary Servicing Fee Rate or (ii) in the case
of a Serviced Pari Passu Companion Loan, at the applicable Pari Passu Primary Servicing Fee Rate) on the Stated Principal Balance
of such Mortgage Loan, Serviced Pari Passu Companion Loan or such REO Mortgage Loan, as the case may be, and shall be calculated
on the same Interest Accrual Basis as is applicable to such Mortgage Loan, Serviced Pari Passu Companion Loan or REO Mortgage
Loan, as the case may be, and for the same number of days respecting which any related interest payment due on such Mortgage Loan,
Serviced Pari Passu Companion Loan or deemed to be due on such REO Mortgage Loan is computed under the terms of the related Mortgage
Note (as such terms may be changed or modified at any time following the Closing Date) and applicable law. To the extent attributable
to a Mortgage Loan, the Master Servicing Fee with respect to any Mortgage Loan or any REO Mortgage Loan shall cease to accrue
(but not as to any Replacement Mortgage Loan with respect thereto) if a Liquidation Event occurs in respect of such Mortgage Loan.
Furthermore, to the


 






    	-218-



    	 



    

 


extent attributable to any Serviced Pari Passu Companion Loan or any REO Mortgage Loan with respect thereto,
the Master Servicing Fee shall cease to accrue if a Liquidation Event occurs in respect of the related Mortgage Loan. Master Servicing
Fees earned with respect to any Mortgage Loan, Serviced Pari Passu Companion Loan or any REO Mortgage Loan shall be payable monthly
from payments of interest on such Mortgage Loan, Serviced Pari Passu Companion Loan or REO Revenues allocable as interest on such
REO Mortgage Loan, as the case may be. The applicable Master Servicer shall be entitled to recover unpaid Master Servicing Fees
in respect of any Mortgage Loan or any REO Mortgage Loan out of the portion any related Insurance Proceeds, Condemnation Proceeds
or Liquidation Proceeds allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be and, to the extent
such amounts are not sufficient to pay accrued Master Servicing Fees on any Mortgage Loan and a Liquidation Event has occurred
with respect to such Mortgage Loan, from general collections on the Mortgage Loans on deposit in the Collection Accounts. Master
Servicing Fees earned with respect to a Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect thereto)
shall be payable out of the related Serviced Pari Passu Companion Loan Custodial Account as provided in Section 3.05(f).


 


WFB,
with respect to each Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect
thereto) for which it acts as Master Servicer hereunder, and NCB, with respect to each Mortgage Loan (and any successor REO Mortgage
Loan with respect thereto) for which it acts as Master Servicer hereunder, and any successor holder of the related Excess Servicing
Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign its Excess Servicing
Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor
(other than a Plan), provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that
transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state and foreign securities laws and is otherwise made in accordance with the Securities Act and such
state and foreign securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially
in the form attached as Exhibit F-3A hereto, and (iii) the prospective transferee shall have delivered to WFB
or NCB, as the case may be, and the Depositor a certificate substantially in the form attached as Exhibit F-3B hereto.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right
under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit
the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. WFB or NCB, as
the case may be, and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment
of such Excess Servicing Fee Right shall, and WFB and NCB, as the case may be, hereby agree, and each such holder of an Excess
Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any
transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor,
the Underwriters, the Certificate Administrator, the Trustee, the Custodian, the applicable Master Servicer, the other Master
Servicer, the Trust Advisor, the Certificate Registrar and the applicable Special Servicer against any liability that may result
if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal, state
and foreign securities laws or is not made in accordance with such federal, state and foreign laws or in accordance with the foregoing
provisions of this paragraph.


 






    	-219-



    	 



    

 


By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed
not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act
or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or
if at any time WFB or NCB shall no longer be a Master Servicer but shall retain an Excess Servicing Fee Right, the Person then
acting as the applicable Master Servicer shall pay, out of each amount paid to such applicable Master Servicer as Master Servicing
Fees with respect to each subject Mortgage Loan, Serviced Pari Passu Companion Loan or REO Mortgage Loan, as the case may be,
the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment
of such Master Servicing Fees to the applicable Master Servicer, in each case in accordance with payment instructions provided
by such holder in writing to the applicable Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights
under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator,
the Certificate Registrar, the Depositor, the applicable Special Servicer, the other Master Servicer, the Trustee, the Trust Advisor,
the Custodian or the Tax Administrator shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the
assignment or transfer of the Excess Servicing Fee Right.


 


The
applicable Master Servicer’s right to receive the Master Servicing Fees to which it is entitled may not be transferred in
whole or in part except in connection with the transfer of all of the applicable Master Servicer’s responsibilities and
obligations under this Agreement and except as otherwise expressly provided herein, including as contemplated by the prior paragraph.


 


(b)                
Each Master Servicer shall be entitled to receive the following
items as additional servicing compensation, in each case, related to a Mortgage Loan or Serviced Pari Passu Companion Loan master
serviced by such Master Servicer hereunder, or, in the case of clause (x), related to an Investment Account maintained by
such Master Servicer (the following items, collectively, “Additional Master Servicing
Compensation”):


 


(i)               
100% of any defeasance fees (provided that for the avoidance
of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the applicable
Special Servicer is entitled to under this Agreement);


 


(ii)               
(x) 50% of Modification Fees actually collected during the related
Collection Period with respect to Performing Serviced Mortgage Loans and Performing Serviced Pari Passu Companion Loans and paid
in connection with a consent, approval or other action that the applicable Master Servicer is not permitted to take in the absence
of the consent or approval (or deemed consent or approval) of the applicable Special Servicer under the other provisions of this
Agreement (including, without limitation, a consent, approval or other action processed by the applicable Special Servicer) and
(y) 100% of Modification Fees actually collected during the related Collection Period with respect to Performing Serviced
Mortgage Loans and Performing Serviced Pari Passu Companion Loans and paid in connection with a consent, approval or other action
that the applicable Master Servicer is permitted to take in the absence of the consent or


 






    	-220-



    	 



    

 


approval (or deemed consent or approval)
of the applicable Special Servicer under the other provisions of this Agreement;


 


(iii)               
100% of Assumption Fees collected during the related Collection
Period with respect to Performing Serviced Mortgage Loans and Performing Serviced Pari Passu Companion Loans in connection with
a consent, approval or other action that the applicable Master Servicer is permitted to take in the absence of the consent or
approval (or deemed consent or approval) of the applicable Special Servicer under the other provisions of this Agreement, and
50% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and Performing
Serviced Pari Passu Companion Loans in connection with a consent, approval or other action that the applicable Master Servicer
is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the applicable Special Servicer
under the other provisions of this Agreement (including, without limitation, a consent, approval or other action processed by
the applicable Special Servicer);


 


(iv)               
100% of Assumption Application Fees collected during the related
Collection Period with respect to Performing Serviced Mortgage Loans and Performing Serviced Pari Passu Companion Loans;


 


(v)               
100% of consent fees on Performing Serviced Mortgage Loans and Performing
Serviced Pari Passu Companion Loans in connection with a consent that involves no modification, waiver or amendment of the terms
of any Performing Serviced Mortgage Loan and Performing Serviced Pari Passu Companion Loans and is paid in connection with a consent
the applicable Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval)
of the applicable Special Servicer under the other provisions of this Agreement, and 50% of consent fees on Performing Serviced
Mortgage Loans and Performing Serviced Pari Passu Companion Loans in connection with a consent that involves no modification,
waiver or amendment of the terms of any Performing Serviced Mortgage Loan and Performing Serviced Pari Passu Companion Loans and
is paid in connection with a consent that the applicable Master Servicer is not permitted to take in the absence of the consent
or approval (or deemed consent or approval) of the applicable Special Servicer under the other provisions of this Agreement (including,
without limitation, a consent processed by the applicable Special Servicer);


 


(vi)               
any and all amounts collected for checks returned for insufficient
funds on all Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan;


 


(vii)               
100% of charges for beneficiary statements or demands actually paid
by the Borrowers under the Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loans;


 


(viii)               
(a) 100% of other loan processing fees actually paid by the Borrowers
under the Performing Serviced Mortgage Loans and any Performing Serviced Pari Passu Companion Loan to the extent that the consent
of the applicable Special Servicer is not required in connection with the associated action (and such action is not processed
by the


 






    	-221-



    	 



    

 


applicable Special Servicer) and (b) 50% of other loan processing fees actually paid by the Borrowers under the Performing
Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loans to the extent that the consent of the applicable
Special Servicer is required in connection with the associated action (including, without limitation, an associated action processed
by the applicable Special Servicer);


 


(ix)               
any Prepayment Interest Excesses arising from any Principal Prepayments
on the Mortgage Loans;


 


(x)               
interest or other income earned on deposits in the Investment Accounts
maintained by the applicable Master Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to any such Investment Account for each Collection Period and, further, in the case
of a Servicing Account or Reserve Account, only to the extent such interest or other income is not required to be paid to any
Borrower under applicable law or under the related Mortgage Loan); and


 


(xi)               
a portion of Net Default Charges as set forth in Section 3.25.


 


To
the extent that any of the amounts described in clauses (i) through (ix) in the preceding paragraph are collected
by the applicable Special Servicer, the applicable Special Servicer shall promptly pay such amounts to the applicable Master Servicer.


 


(c)                
As compensation for its activities hereunder, the applicable Special
Servicer shall be entitled to receive monthly the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan
(in the case of a Serviced Loan Combination, including both the interest therein represented by the related Mortgage Loan and
interest therein represented by the related Serviced Pari Passu Companion Loan), and each successor REO Mortgage Loan (in the
case of a Serviced Loan Combination, including both the interest therein represented by the related Mortgage Loan and the interest
therein represented by the related Serviced Pari Passu Companion Loan) thereto that relates to an Administered REO Property. As
to each such Specially Serviced Mortgage Loan and REO Mortgage Loan (in the case of a Serviced Loan Combination, including both
the interest therein represented by the related Mortgage Loan and the interest therein represented by the related Serviced Pari
Passu Companion Loan), for any particular calendar month or applicable portion thereof, the Special Servicing Fee shall accrue
at the Special Servicing Fee Rate on the Stated Principal Balance of such Specially Serviced Mortgage Loan or related REO Mortgage
Loan, as the case may be, and shall be calculated on the same Interest Accrual Basis as is applicable for such Specially Serviced
Mortgage Loan or REO Mortgage Loan, as the case may be, and for the same number of days respecting which any related interest
payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Mortgage Loan is computed under the terms
of the related Mortgage Note (as such terms may be changed or modified at any time following the Closing Date) and applicable
law. To the extent attributable to a Mortgage Loan, the Special Servicing Fee with respect to any Specially Serviced Mortgage
Loan or any successor REO Mortgage Loan thereto shall cease to accrue as of the date a Liquidation Event occurs in respect of
such Mortgage Loan or, in the case of such a Specially Serviced Mortgage Loan, as of the date that such Mortgage Loan becomes
a Corrected Mortgage Loan. To the extent attributable to a Serviced Pari Passu Companion Loan,


 






    	-222-



    	 



    

 


the Special Servicing Fee with
respect to any Specially Serviced Mortgage Loan or any successor REO Mortgage Loan thereto shall cease to accrue as of the date
a Liquidation Event occurs in respect of the related Mortgage Loan or REO Property included in the same Serviced Loan Combination
or, in the case of such a Specially Serviced Mortgage Loan, as of the date the related Mortgage Loan becomes a Corrected Mortgage
Loan. Earned but unpaid Special Servicing Fees with respect to Mortgage Loans that are Specially Serviced Mortgage Loans and REO
Mortgage Loans shall be payable (pursuant to Section 3.05(a)) monthly first out of related Liquidation Proceeds, Insurance
Proceeds and/or Condemnation Proceeds, if any, and then out of general collections on the Mortgage Loans and any REO Properties
on deposit in the Collection Account and earned but unpaid Special Servicing Fees with respect to a Serviced Loan Combination
or any successor REO Mortgage Loan with respect thereto shall be payable in accordance with the related Intercreditor Agreement
and first, out of the proceeds of such Serviced Loan Combination on deposit in the Collection Account and/or the related
Serviced Pari Passu Companion Loan Custodial Account (as applicable) and then out of general collections in the Collection
Account (following which, the applicable Special Servicer shall use efforts in accordance with the Servicing Standard to exercise
promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the related Serviced
Pari Passu Companion Loan Holder (or if any Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other
Securitization) of such Serviced Pari Passu Companion Loan’s allocable share of such Special Servicing Fees to the extent
so paid from general collections in the Collection Account).


 


As
further compensation for its activities hereunder, the applicable Special Servicer shall be entitled to receive the Workout Fee
with respect to each Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan that is a Corrected Mortgage Loan,
unless the basis on which the related Serviced Mortgage Loan became a Corrected Mortgage Loan was the remediation of a circumstance
or condition relating to the related Responsible Repurchase Party’s obligation to repurchase the related Mortgage Loan pursuant
to the related Mortgage Loan Purchase Agreement, as applicable, in which case, if such Mortgage Loan is repurchased within the
Initial Resolution Period (and, if applicable any Resolution Extension Period as is permitted under Section 2.03)
no Workout Fee will be payable from or based upon the receipt of, any Purchase Price paid by the related Responsible Repurchase
Party (or, in the case of the payment obligations of LCF, by LC Holdings, LC REIT and/or LC TRS) in satisfaction of such repurchase
obligation. As to each such Corrected Mortgage Loan, the Workout Fee shall be payable out of, and shall be calculated by application
of the Workout Fee Rate to, each payment of interest (other than Default Interest and Post-ARD Additional Interest) and principal
received from the related Borrower on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, except
that any Workout Fees earned with respect to any Serviced Loan Combination or any successor REO Mortgage Loan with respect thereto
and attributable to the related Serviced Pari Passu Companion Loan shall be payable in accordance with the related Intercreditor
Agreement and solely out of the proceeds of such Serviced Pari Passu Companion Loan; provided that any Workout Fees earned
with respect to a Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan with respect thereto will be payable out
of any proceeds on or with respect to such Serviced Pari Passu Companion Loan and/or the related Serviced Pari Passu Companion
Loan Holder’s share of proceeds on such related REO Property prior to any proceeds on or with respect to the Mortgage Loan
and/or the Trust Fund’s share of proceeds on such related REO Property as otherwise described above. In


 






    	-223-



    	 



    

 


addition, the determination
and payment of the Workout Fee with respect to any Corrected Mortgage Loan (in the case of a Serviced Loan Combination, including
both the interest therein represented by the related Mortgage Loan and the interest therein represented by the related Serviced
Pari Passu Companion Loan) for which the amount of related Offsetting Modification Fees is greater than zero shall be adjusted
in the following manner: (i) the Workout Fee Rate shall be multiplied by the aggregate amount of all the scheduled
payments of principal and interest scheduled to become due under the terms of such Corrected Mortgage Loan during the period from
the date when such Mortgage Loan (or Serviced Loan Combination, as applicable) becomes a Corrected Mortgage Loan to and including
the Stated Maturity Date of such Corrected Mortgage Loan, without discounting for present value (the resulting product, the “Workout
Fee Projected Amount”); and (ii) either (a) if the amount of the Offsetting Modification Fees for such Corrected
Mortgage Loan is greater than or equal to the Workout Fee Projected Amount for such Corrected Mortgage Loan, the applicable Special
Servicer shall not be entitled to any payments in respect of the Workout Fee with respect to such Corrected Mortgage Loan, or
(b) if the amount of Offsetting Modification Fees for such Corrected Mortgage Loan is less than the Workout Fee Projected
Amount, the applicable Special Servicer shall be entitled to payments of the Workout Fee with respect to such Corrected Mortgage
Loan, on the terms and conditions otherwise set forth in this Agreement without regard to this sentence, until the cumulative
amount of such payments is equal to the excess of the Workout Fee Projected Amount over the Offsetting Modification Fees, after
which date the applicable Special Servicer shall not be entitled to any further payments in respect of the Workout Fee for such
Corrected Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan shall cease to be payable if such Corrected
Mortgage Loan again becomes a Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an REO Property; provided
that a new Workout Fee would become payable if and when such Serviced Mortgage Loan (or Serviced Loan Combination, as applicable)
again became a Corrected Mortgage Loan after having again become a Specially Serviced Mortgage Loan. If the applicable Special
Servicer is terminated or resigns, the applicable Special Servicer shall retain the right (and the applicable successor Special
Servicer shall not have the right) to receive any and all Workout Fees payable in respect of (i) any Serviced Mortgage Loans
or Serviced Pari Passu Companion Loan serviced by the applicable Special Servicer that became Corrected Mortgage Loans during
the period that it acted as the applicable Special Servicer and that were still Corrected Mortgage Loans at the time of such termination
or resignation and (ii) unless the applicable Special Servicer was terminated for cause (in which case only clause (i)
above shall apply), any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan that constitute Specially Serviced Mortgage
Loans for which the applicable Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan
or Serviced Pari Passu Companion Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan or Serviced Pari Passu
Companion Loan would be deemed a Corrected Mortgage Loan but for the Borrower having not yet made, as of the date of such termination
or resignation, three timely Monthly Payments required by the terms of the workout; provided that in either case no other
event has occurred as of the time of the applicable Special Servicer’s termination or resignation that would otherwise cause
such Mortgage Loan (or Serviced Loan Combination, as applicable) to again become a Specially Serviced Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan shall be capped in accordance with the last paragraph of this Section 3.11(c).


 






    	-224-



    	 



    

 


As
further compensation for its activities hereunder, the applicable Special Servicer shall also be entitled to receive a Liquidation
Fee with respect to each Specially Serviced Mortgage Loan (in the case of a Serviced Loan Combination, including both the interest
therein represented by the related Mortgage Loan and the interest therein represented by the related Serviced Pari Passu Companion
Loan) as to which any full, partial or discounted payoff is received from the related Borrower and with respect to each Specially
Serviced Mortgage Loan or Administered REO Property (in the case of a Serviced Loan Combination, including in each case both the
interest therein represented by the related Mortgage Loan and the interest therein represented by the related Serviced Pari Passu
Companion Loan) as to which the applicable Special Servicer receives any Condemnation Proceeds, Insurance Proceeds or Liquidation
Proceeds and (without duplication) each Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) as to which the applicable
Special Servicer otherwise receives any Condemnation Proceeds, Insurance Proceeds or Liquidation Proceeds; provided that,
if a Liquidation Fee otherwise becomes payable with respect to a Mortgage Loan or Serviced Loan Combination, then such Liquidation
Fee payable to the applicable Special Servicer with respect to such Mortgage Loan in the aggregate shall be reduced by the amount
of any Offsetting Modification Fees; provided, further, that if a Serviced Mortgage Loan or Serviced Loan Combination
becomes a Specially Serviced Mortgage Loan only because of an event described in clause (a) of the definition of “Specially
Serviced Mortgage Loan” and the related proceeds are received within 90 days following the related Stated Maturity Date
in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan or Serviced Loan Combination,
in each case the related Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate
fees from the related Borrower in connection with such liquidation; provided, further, that no Liquidation Fee shall
be paid with respect to: (A) the purchase or other acquisition of any Serviced Mortgage Loan or REO Mortgage Loan by any
Subordinate Class Certificateholder(s), the Sole Certificateholder(s), the applicable Master Servicer or the applicable Special
Servicer pursuant to Section 9.01, (B) (i) the repurchase or replacement of any Serviced Mortgage Loan by
a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement as a result of a Material Breach or Material
Document Defect, if the repurchase or replacement occurs prior to the end of the period, as the same may be extended, in which
such Responsible Repurchase Party must cure, repurchase or substitute for such Serviced Mortgage Loan or (ii) the repurchase
or replacement of any Serviced Pari Passu Companion Loan by a responsible repurchase party pursuant to the related mortgage loan
purchase agreement as a result of a material breach or material document defect thereunder, if the repurchase or replacement occurs
prior to the end of the period, as the same may be extended, in which such responsible repurchase party must cure, repurchase
or substitute for such Serviced Pari Passu Companion Loan, (C) in the case of a Mortgage Loan included in a Serviced Loan
Combination or any related Administered REO Property, the purchase or other acquisition of any such Specially Serviced Mortgage
Loan or Administered REO Property by any related Serviced Pari Passu Companion Loan Holder(s) pursuant to or as contemplated by
Section 3.26 (provided that a Liquidation Fee shall be payable in connection with such a purchase by a Serviced
Pari Passu Companion Loan Holder relating to a Serviced Loan Combination pursuant to the defaulted loan purchase option (if any)
granted to it under the related Intercreditor Agreement if the purchase occurs more than ninety (90) days after the later of (x) the
date when the related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (y) the date when such Serviced Pari Passu
Companion Loan Holder receives the initial


 






    	-225-



    	 



    

 


written notice from the applicable Special Servicer that such transfer to special servicing
has occurred) or (D) the purchase of any such Specially Serviced Mortgage Loan or Administered REO Property by any other
creditor of the related Borrower or any of its Affiliates or other equity holders pursuant to a right under the related Mortgage
Loan Documents (including, without limitation, the purchase of any such Specially Serviced Mortgage Loan or Administered REO Property
by a mezzanine lender of the related Borrower or any of its Affiliates pursuant to the related mezzanine intercreditor or other
similar agreement) (provided that such right is exercised within ninety (90) days after such creditor’s purchase
option first becomes exercisable and in the manner required under such Mortgage Loan Documents or, with respect to any purchase
by a mezzanine lender pursuant to the related mezzanine intercreditor agreement, if the purchase occurs within ninety (90) days
after the later of (x) the date when the related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and (y) the
date when such mezzanine lender receives the initial written notice from the applicable Special Servicer that such transfer to
special servicing has occurred)). As to each such Specially Serviced Mortgage Loan or Administered REO Property for which the
applicable Special Servicer is entitled to a Liquidation Fee as set forth above, such Liquidation Fee shall be payable out of,
and shall be calculated by application of the Liquidation Fee Rate to, any such full, partial or discounted payoff, Condemnation
Proceeds, Insurance Proceeds and/or Liquidation Proceeds received or collected in respect thereof (other than any portion of such
payment or proceeds that represents Default Charges or Post-ARD Additional Interest) provided that any Liquidation Fees
earned with respect to a Serviced Pari Passu Companion Loan in a Serviced Loan Combination shall be payable out of any collections
on or with respect to such related Serviced Pari Passu Companion Loan and/or the related Serviced Pari Passu Companion Loan Holder’s
share of collections on any related Administered REO Property prior to payment out of any collections otherwise described above).
The Liquidation Fee with respect to any such Specially Serviced Mortgage Loan shall not be payable if such Specially Serviced
Mortgage Loan becomes a Corrected Mortgage Loan. The Liquidation Fee with respect to any Specially Serviced Mortgage Loan shall
be capped in accordance with the last paragraph of this Section 3.11(c).


 


The
applicable Special Servicer’s right to receive any Special Servicing Fee, Workout Fee and/or Liquidation Fee to which it
is entitled may not be transferred in whole or in part except in connection with the transfer of all of the applicable Special
Servicer’s responsibilities and obligations under this Agreement and except as otherwise expressly provided herein, including
as provided in the next sentence. Notwithstanding anything herein to the contrary, the applicable Special Servicer may enter into
one or more arrangements with the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) and/or
the Subordinate Class Representative (other than with respect to any Excluded Loan), or any other Person(s) that may be entitled
to remove or replace the applicable Special Servicer, to provide for the payment by the applicable Special Servicer to such party
or parties of certain of the applicable Special Servicer’s compensation hereunder, whether in consideration of the applicable
Special Servicer’s appointment or continuation of appointment as applicable Special Servicer in connection with this Agreement
or the related Intercreditor Agreement, limitations on such parties’ right to terminate or replace the applicable Special
Servicer in connection with this Agreement or the related Intercreditor Agreement or otherwise. If the applicable Special Servicer
exercises the authority set forth in the preceding sentence, any and all obligations pursuant to any such agreement shall constitute
obligations solely of the applicable Special Servicer and not of any other party hereto. If the applicable Special Servicer enters
into such an


 






    	-226-



    	 



    

 


agreement and one or more other Person(s) thereafter becomes the applicable Majority Subordinate Certificateholders,
the Subordinate Class Representative, or becomes entitled to remove or replace the applicable Special Servicer, as applicable,
such agreement shall not be binding on such other Person(s), nor may it limit the rights that otherwise inure to the benefit of
such other Person(s) as the Majority Subordinate Certificateholder and/or the Subordinate Class Representative, as applicable,
or as a party otherwise entitled to remove or replace the applicable Special Servicer, in the absence of such other Persons(s)’
express written consent, which may be granted or withheld in their sole discretion.


 


The
total amount of Workout Fees, Liquidation Fees and Modification Fees received by a Special Servicer with respect to the workout,
liquidation (including partial liquidation), modification, extension, waiver or amendment of a Specially Serviced Mortgage Loan
(or Serviced Loan Combination that is in special servicing) or REO Mortgage Loan shall be subject to an aggregate cap equal to
the greater of (i) $1,000,000 and (ii) 1.00% of the Stated Principal Balance of the subject Specially Serviced Mortgage
Loan (or Serviced Loan Combination that is in special servicing) or REO Mortgage Loan; provided that such aggregate cap will not
apply in the event the aggregate liquidation fee is less than $25,000.


 


(d)                
The applicable Special Servicer shall be entitled to receive the
following items as additional special servicing compensation (the following items, collectively, the “Additional
Special Servicing Compensation”):


 


(i)               
100% of Modification Fees actually collected during the related
Collection Period with respect to any Specially Serviced Mortgage Loans (and any related Serviced Pari Passu Companion Loan) or
REO Mortgage Loans, subject to the cap set forth in Section 3.11(c) above;


 


(ii)               
50% of Modification Fees collected during the related Collection
Period with respect to Performing Serviced Mortgage Loans and Performing Serviced Pari Passu Companion Loans in connection with
a consent, approval or other action that the applicable Master Servicer is not permitted to take in the absence of the consent
or approval (or deemed consent or approval) of the applicable Special Servicer under the other provisions of this Agreement (including,
without limitation, a consent, approval or other action processed by such Special Servicer), subject to the cap set forth in Section 3.11(c)
above;


 


(iii)               
100% of Assumption Fees collected during the related Collection
Period with respect to Specially Serviced Mortgage Loans, and 50% of Assumption Fees collected during the related Collection Period
with respect to Performing Serviced Mortgage Loans and Performing Serviced Pari Passu Companion Loans in connection with a consent,
approval or other action that the applicable Master Servicer is not permitted to take in the absence of the consent or approval
(or deemed consent or approval) of the applicable Special Servicer under the other provisions of this Agreement (including, without
limitation, a consent, approval or other action processed by such Special Servicer);


 






    	-227-



    	 



    

 


(iv)               
100% of Assumption Application Fees collected during the related
Collection Period with respect to Specially Serviced Mortgage Loans;


 


(v)               
100% of consent fees on Specially Serviced Mortgage Loans in connection
with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan or Serviced Pari Passu Companion
Loan, and 50% of consent fees on Performing Serviced Mortgage Loans and Performing Serviced Pari Passu Companion Loans in connection
with a consent that involves no modification, waiver or amendment of the terms of any Serviced Mortgage Loan or Serviced Pari
Passu Companion Loan and is paid in connection with a consent that the applicable Master Servicer is not permitted to take in
the absence of the consent or approval (or deemed consent or approval) of the applicable Special Servicer under the other provisions
of this Agreement (including, without limitation, a consent processed by such Special Servicer);


 


(vi)               
100% of charges for beneficiary statements or demands actually paid
by the Borrowers under the Mortgage Loans that are Specially Serviced Mortgage Loans;


 


(vii)               
(a) 50% of other loan processing fees actually paid by the Borrowers
under any Serviced Mortgage Loans and any Serviced Pari Passu Companion Loans that are not Specially Serviced Mortgage Loans to
the extent that the consent of the applicable Special Servicer is required in connection with the associated action (including,
without limitation, an associated action processed by such Special Servicer), and (b) 100% of other loan processing fees
actually paid by the Borrowers under Specially Serviced Mortgage Loans;


 


(viii)               
interest or other income earned on deposits in any REO Account and
the Loss of Value Reserve Fund maintained by the applicable Special Servicer, in accordance with Section 3.06(b) (but
only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for each Collection Period); and


 


(ix)               
a portion of Net Default Charges as set forth in Section 3.25.


 


To
the extent that any of the amounts described in clauses (i) through (vii) of the preceding paragraph are collected
by the applicable Master Servicer, the applicable Master Servicer shall promptly pay such amounts to the applicable Special Servicer
and shall not be required to deposit such amounts in the Collection Account or the Serviced Pari Passu Companion Loan Custodial
Account pursuant to Section 3.04.


 


(e)                
The applicable Master Servicer and the applicable Special Servicer
shall each be required (subject to Section 3.11(h) below) to pay out of its own funds all expenses incurred by it
in connection with its servicing activities hereunder (including payment of any amounts due and owing to any of Sub-Servicers
retained by it (including any termination fees) and the premiums for any blanket policy or the standby fee or similar premium,
if any, for any master force-placed policy obtained by it insuring against hazard losses pursuant to Section 3.07(c)),
if and to the extent such expenses are not payable directly out of the applicable Collection Account, the Serviced Pari Passu
Companion Loan Custodial Account, any Servicing Account, Reserve Account or REO Account, and neither the applicable Master Servicer
nor the


 






    	-228-



    	 



    

 


applicable Special Servicer shall be entitled to reimbursement for any such expense incurred by it except as expressly
provided in this Agreement. If the applicable Master Servicer is required to make any Servicing Advance hereunder at the discretion
of the applicable Special Servicer in accordance with Section 3.19 or otherwise, the applicable Special Servicer shall
promptly provide the applicable Master Servicer with such documentation regarding the subject Servicing Advance as the applicable
Master Servicer may reasonably request.


 


(f)                 
If the applicable Master Servicer or, as contemplated by Section 3.19,
the applicable Special Servicer is required under this Agreement to make a Servicing Advance, but fails to do so within ten (10)
days after such Advance is required to be made, the Trustee shall, if it has actual knowledge of such failure on the part of the
applicable Master Servicer or the applicable Special Servicer, as the case may be, give written notice of such failure to the
defaulting party. If such Advance is not made by the applicable Master Servicer within one Business Day after receipt of such
written notice, then (subject to Section 3.11(h) below) the Trustee shall make such Advance.


 


(g)                
The applicable Master Servicer, the applicable Special Servicer
and the Trustee shall each be entitled to receive interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of each Servicing Advance made thereby (with its own funds), for so long as such Servicing Advance is outstanding (it being
acknowledged that Advance Interest shall not accrue on Unliquidated Advances related to prior Servicing Advances). Such interest
with respect to any Servicing Advances shall be payable: (i) first, in accordance with Sections 3.05 and
3.25, out of any Default Charges subsequently collected on or in respect of the particular Serviced Mortgage Loan, Serviced
Loan Combination or Administered REO Property as to which such Servicing Advance relates; and (ii) then, after such
Servicing Advance is reimbursed, but only if and to the extent that such Default Charges are insufficient to cover such Advance
Interest, out of general collections on the Mortgage Loans and REO Properties on deposit in the Collection Account. The applicable
Master Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse itself, the applicable Special Servicer
or the Trustee, as appropriate, for any Servicing Advance made by any such Person with respect to any Serviced Mortgage Loan or
Administered REO Property as soon as practicable after funds available for such purpose are deposited in the Collection Account
or the Serviced Pari Passu Companion Loan Custodial Account, as applicable.


 


(h)                
Notwithstanding anything to the contrary set forth herein, none
of the Master Servicers, the Special Servicers or the Trustee shall be required to make any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance. The determination by any Person with an obligation hereunder to make Servicing
Advances that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute
a Nonrecoverable Servicing Advance, shall be made by such Person subject to the Servicing Standard, or, in the case of the Trustee,
in its reasonable, good faith judgment. In making such recoverability determination, such Person will be entitled to consider
(among other things) the obligations of the Borrower under the terms of the related Serviced Mortgage Loan or Serviced Loan Combination
as it may have been modified, to consider (among other things) the related Mortgaged Properties in their “as-is” or
then-current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of
future adverse change with respect to such Mortgaged Properties, to estimate and consider


 






    	-229-



    	 



    

 


(among other things) future expenses
and to estimate and consider (among other things) the timing of recoveries. In addition, any such Person may update or change
its recoverability determinations at any time and may obtain any analysis, Appraisals or market value estimates or other information
in the possession of the applicable Special Servicer for such purposes. Any determination by any Person with an obligation hereunder
to make Servicing Advances that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made,
would constitute a Nonrecoverable Servicing Advance, shall be evidenced by an Officer’s Certificate delivered promptly to
the Depositor, the Certificate Administrator, the Trustee (unless it is the Person making such determination), the applicable
Special Servicer, the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) and the Subordinate
Class Representative (other than with respect to any Excluded Loan) and, if any Serviced Loan Combination is involved, any Serviced
Pari Passu Companion Loan Holder(s) (or Other Master Servicer), setting forth the basis for such determination, accompanied by
a copy of any Appraisal of the related Mortgaged Property or REO Property performed within the 12 months preceding such determination
by a Qualified Appraiser, and, if such reports were used by the applicable Master Servicer or the Trustee to determine that any
Servicing Advance is or would be nonrecoverable, further accompanied by any other information, including engineers’ reports,
environmental surveys or similar reports, that the Person making such determination may have obtained. Notwithstanding the foregoing,
absent bad faith, any such determination as to the recoverability of any Servicing Advance shall be conclusive and binding on
the Certificateholders and, in all cases, the Trustee shall be entitled to conclusively rely on any determination of nonrecoverability
that may have been made by the applicable Master Servicer or the applicable Special Servicer or, if appropriate, any party under
the related Non-Trust Servicing Agreement (in the case of a Non-Trust-Serviced Pooled Mortgage Loan), and the applicable Master
Servicer and the applicable Special Servicer shall each be entitled to conclusively rely on any determination of nonrecoverability
that may have been made by the other such party or, if appropriate, any party under the related Non-Trust Servicing Agreement
(in the case of a Non-Trust-Serviced Pooled Mortgage Loan) with respect to a particular Servicing Advance for any Serviced Mortgage
Loan, Serviced Loan Combination or Administered REO Property. The applicable Special Servicer shall promptly furnish any party
required to make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Mortgage
Loans and Administered REO Properties as such party required to make Servicing Advances may reasonably request. A copy of any
such Officer’s Certificate (and accompanying information) of the applicable Master Servicer shall also be delivered promptly
to the applicable Special Servicer, a copy of any such Officer’s Certificate (and accompanying information) of the applicable
Special Servicer shall also be promptly delivered to the applicable Master Servicer for the subject Serviced Mortgage Loan, Serviced
Loan Combination or Administered REO Property, and a copy of any such Officer’s Certificates (and accompanying information)
of the Trustee shall also be promptly delivered to the Certificate Administrator, the Subordinate Class Representative (other
than information related to any Excluded Loan), the Majority Subordinate Certificateholder (other
than information related to any Excluded Loan), the applicable Special Servicer, the applicable Master Servicer and, if any Serviced
Loan Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer and the
applicable Special Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances as outstanding Advances
for


 






    	-230-



    	 



    

 


purposes of recoverability determinations as if such Unliquidated Advance were a Servicing Advance.


 


The
applicable Special Servicer shall also be entitled to make (but shall not be obligated to make or not make), in its sole discretion,
a determination (subject to the same standards and procedures that apply in connection with a determination by the applicable
Master Servicer) to the effect that a prior Servicing Advance (or Unliquidated Advance in respect thereof) previously made hereunder
by the applicable Master Servicer or the applicable Special Servicer (or, if applicable, the Trustee) constitutes a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance by the applicable Master Servicer or the applicable Special Servicer
(or, if applicable, the Trustee), if made, would constitute a Nonrecoverable Servicing Advance, in which case such determination
shall be conclusive and binding on the applicable Master Servicer and the Trustee and such Servicing Advance shall constitute
a Nonrecoverable Servicing Advance for all purposes of this Agreement (but this statement shall not be construed to entitle such
Special Servicer to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person
from making a determination, that a Servicing Advance constitutes or would constitute a Nonrecoverable Servicing Advance). The
preceding statement shall not be construed to limit the provision set forth in Section 3.19(b) to the effect that
any request by the applicable Special Servicer that the applicable Master Servicer make a Servicing Advance shall be deemed to
be a determination by the applicable Special Servicer that such Servicing Advance is not a Nonrecoverable Advance.


 


(i)                  
Notwithstanding anything to the contrary set forth herein, the applicable
Master Servicer may (and, at the direction of the applicable Special Servicer if a Serviced Mortgage Loan or Serviced Loan Combination
that is a Specially Serviced Mortgage Loan or an Administered REO Property is involved, shall) pay directly out of the Collection
Account any servicing expense that, if paid by the applicable Master Servicer or the applicable Special Servicer, would constitute
a Nonrecoverable Servicing Advance for the subject Serviced Mortgage Loan, Serviced Loan Combination or REO Property; provided
that (A) it shall be a condition to such payment that the applicable Master Servicer (or the applicable Special Servicer,
if a Specially Serviced Mortgage Loan or an Administered REO Property is involved) has determined in accordance with the Servicing
Standard that making such payment is in the best interests of the Certificateholders and, if applicable, any Serviced Pari Passu
Companion Loan Holders (as a collective whole), as evidenced by an Officer’s Certificate delivered promptly to the Depositor,
the Certificate Administrator, the Trustee, the Majority Subordinate Certificateholder (other than with respect to any Excluded
Loan) and the Subordinate Class Representative (other than with respect to any Excluded Loan) and, if any Serviced Loan Combination
is involved, any Serviced Pari Passu Companion Loan Holder(s), setting forth the basis for such determination and accompanied
by any information that such Person may have obtained that supports such determination; (B) if such servicing expense relates
to any Serviced Loan Combination, the payment of such expense shall be subject to the proviso at the end of the first paragraph
of Section 3.05(a)(I); and (C) such servicing expense shall be deemed to constitute a Nonrecoverable Advance
for purposes of Section 3.05(a)(II)(iv) and the definition of “Principal Distribution Amount” and the
terms and conditions set forth in such subsection that are applicable to Nonrecoverable Advances shall apply to such servicing
expense. A copy of any such Officer’s Certificate (and accompanying information) of the applicable Master Servicer shall
also be delivered promptly to (other than with respect to any Excluded Loan) the


 






    	-231-



    	 



    



 




Subordinate
Class Representative (and, if any Serviced Loan Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s))
and the applicable Special Servicer, and a copy of any such Officer’s Certificate (and accompanying information) of the
applicable Special Servicer shall also be promptly delivered to the applicable Master Servicer and (other than with respect to
any Excluded Loan) the Subordinate Class Representative (and, if any Serviced Loan Combination is involved, the related Serviced
Pari Passu Companion Loan Holder(s)).


 


(j)              
With respect to each Collection Period during which any Disclosable Special Servicer Fees were received by a Special Servicer,
such Special Servicer shall deliver or cause to be delivered to the applicable Master Servicer within one (1) Business Day following
the related Determination Date, and, if so delivered, the applicable Master Servicer shall deliver or cause to be delivered to
the Certificate Administrator, within three (3) Business Days following the related Determination Date, in each case without charge,
a report in EDGAR-Compatible Format (or such other format as mutually agreeable between the Certificate Administrator and such
Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by such Special
Servicer or any of its Affiliates, if any, during the related Collection Period.


 


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


 


Section
3.12        Property Inspections; Collection of Financial Statements. (a) The
applicable Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property securing a
Specially Serviced Mortgage Loan as soon as practicable (but in any event not later than sixty (60) days) after the subject
Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan (and the applicable Special Servicer shall continue to
perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year
thereafter for so long as the subject Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged
Property becomes an REO Property); provided that the applicable Special Servicer shall be entitled to reimbursement of
the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances
or otherwise as contemplated by Section 3.05(a). Each Master Servicer shall, at its own expense, inspect or cause
to be inspected each Mortgaged Property for which it is acting as Master Servicer (other than a Mortgaged Property securing a
Non-Trust-Serviced Pooled Mortgage Loan) every calendar year beginning in 2016, or every second calendar year beginning in
2017 if the unpaid principal balance of the related Mortgage Loan (or the portion

 



    	-232-



    	 



    

 


thereof
allocated to such Mortgaged Property) is less than $2,000,000; provided that with respect to any Serviced Mortgage Loan
(other than a Specially Serviced Mortgage Loan) that has an aggregate unpaid principal balance of less than $2,000,000 and has
been placed on the CREFC® Servicer Watch List, the applicable Master Servicer shall, at the request and expense of the Subordinate
Class Representative, inspect or cause to be inspected the related Mortgaged Property (other than any Mortgaged Property securing
an Excluded Loan) every calendar year not earlier than 2016 so long as such Mortgage Loan continues to be on the CREFC® Servicer
Watch List; and provided, further, that the applicable Master Servicer will not be obligated to inspect any particular
Mortgaged Property during any one-year or two-year, as applicable, period contemplated above in this sentence, if the applicable
Special Servicer has already done so during that period pursuant to the preceding sentence or on any date when the related Mortgage
Loan is a Specially Serviced Mortgage Loan. Each of the applicable Master Servicer and the applicable Special Servicer shall prepare
a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the subject
Mortgaged Property and that specifies the occurrence or existence of: (i) any vacancy in the Mortgaged Property that is,
in the reasonable judgment of the applicable Master Servicer or the applicable Special Servicer (or its respective designee),
as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property of which
it is aware, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of
the applicable Master Servicer or the applicable Special Servicer (or its respective designee), as the case may be, material and
is evident from such inspection, (iv) any material waste on or deferred maintenance in respect of the Mortgaged Property
that is evident from such inspection or (v) any material capital improvements made that are evident from such inspection.
Such report may be in the form of the standard property inspection report (or such other form for the presentation of such information)
as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally. Each
of the applicable Master Servicer and the applicable Special Servicer shall deliver or make available a copy (or image in suitable
electronic media) of each such written report prepared by it (x) promptly following preparation, to the Certificate Administrator
and the Trustee (and to the applicable Master Servicer, if done by the applicable Special Servicer, and to the applicable Special
Servicer, if done by the applicable Master Servicer), (y) if there has been a material adverse change in the condition of
the subject Mortgaged Property or REO Property, as applicable, promptly following preparation, to the Majority Subordinate Certificateholder
(other than with respect to any Mortgaged Property securing an Excluded Loan), the Subordinate Class Representative (other than
with respect to any Mortgaged Property securing an Excluded Loan) (and, if a Mortgaged Property or REO Property relates to any
Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) if and to the extent required under the applicable
Intercreditor Agreement), and the Rating Agencies (subject to Section 3.27), and (z) if there has been no material
adverse change in the condition of the subject Mortgaged Property or REO Property, as applicable, upon request, to, or at the
direction of the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period
and other than with respect to any Mortgaged Property securing an Excluded Loan), the Majority Subordinate Certificateholder (during
any Subordinate Control Period and any Collective Consultation Period and other than with respect to any Mortgaged Property securing
an Excluded Loan), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, if applicable,
any

 



    	-233-



    	 



    

 


related
Serviced Pari Passu Companion Loan Holder, in each case within thirty (30) days following receipt of such request.


 


(b)              
Commencing with respect to the calendar year ending December 31, 2015 (as to annual information) and the calendar quarter ending
on March 31, 2016 (as to quarterly information), the applicable Special Servicer, in the case of any Specially Serviced Mortgage
Loan, and the applicable Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall make reasonable efforts
to collect promptly from each related Borrower quarterly (for each Serviced Mortgage Loan other than any Co-op Mortgage Loan)
and annual operating statements, budgets and rent rolls (if applicable) and, with respect to any Co-op Mortgage Loan, maintenance
schedules, of the related Mortgaged Property, and quarterly (for each Serviced Mortgage Loan other than any Co-op Mortgage Loan)
and annual financial statements of such Borrower, whether or not delivery of such items is required pursuant to the terms of the
related Mortgage Loan Documents. The applicable Master Servicer shall deliver images in suitable electronic media of all of the
foregoing items so collected or obtained by it to the Persons and in the time and manner set forth in Section 4.02(d).
In addition, the applicable Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to
be regularly prepared in respect of each Administered REO Property and shall collect all such items promptly following their preparation.
The applicable Special Servicer shall deliver images in suitable electronic media of all of the foregoing items so collected or
obtained by it to the applicable Master Servicer, the Majority Subordinate Certificateholder (during any Subordinate Control Period
and any Collective Consultation Period, and other than with respect to any Excluded Loan), the Subordinate Class Representative
(during any Subordinate Control Period and any Collective Consultation Period, and other than with respect to any Excluded Loan),
the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, if any Serviced Loan Combination
is involved, the related Serviced Pari Passu Companion Loan Holder(s) if and to the extent required under the applicable Intercreditor
Agreement, within thirty (30) days of its receipt thereof.


 


Section
3.13        [Reserved]


 


Section
3.14        [Reserved]


 


Section
3.15        Access to Information. (a) Each of the applicable Master Servicer and
the applicable Special Servicer shall afford to the OTS, the FDIC, any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder or Certificate Owner, the Certificate Administrator, the Trustee, the Trust Advisor
(except that the Trust Advisor shall be entitled to such access only from the applicable Special Servicer during any Collective
Consultation Period, any Senior Consultation Period and, in the case of any Excluded Loan, any Subordinate Control Period, and
only with respect to Mortgage Loan information that the Trust Advisor determined is reasonably necessary in order for it to perform
any consultation right or duty it may then currently have with respect to such Mortgage Loan under the other provisions of this
Agreement), the Depositor, each Underwriter, the Subordinate Class Representative (other than any Excluded Information with respect
to an Excluded Loan) and any Serviced Pari Passu Companion Loan Holder, access to any records regarding the Mortgage Loans serviced
by it hereunder (or, in the case of a Serviced Pari Passu Companion Loan Holder, only the related Serviced Pari Passu Companion
Loan) and the servicing thereof

 



    	-234-



    	 



    

 


within
its control, except to the extent it is prohibited from doing so by applicable law, the terms of the related Mortgage Loan Documents
or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable
law to be asserted on behalf of the Certificateholders. At the election of the applicable Master Servicer and/or the applicable
Special Servicer, such access may be so afforded to the Certificate Administrator, the Trustee, the Depositor, the Trust Advisor,
the Subordinate Class Representative, the Majority Subordinate Certificateholder and any related Serviced Pari Passu Companion
Loan Holder, by the delivery of copies of information as requested by such Person and the applicable Master Servicer and/or the
applicable Special Servicer, as applicable, shall be permitted to require payment of a sum sufficient to cover the reasonable
out-of-pocket costs incurred by it in making such copies. Such access shall otherwise be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices of the particular applicable Master Servicer
or applicable Special Servicer, as the case may be, designated by it.


 


(b)              
In connection with providing access to information pursuant to Section 3.15(a) above, Section 4.02(a),
Section 8.12(d) or, only with respect to clause (i) below, Section 8.12(g), each of the applicable
Master Servicer and the applicable Special Servicer may (i) affix a reasonable disclaimer to any information provided by
it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix
to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition
access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information
or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Serviced
Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan Documents
or would constitute a waiver of the attorney-client privilege. In connection with providing access to information pursuant to
this Section 3.15, the applicable Master Servicer shall require the execution (which may be in electronic form) of
a confidentiality agreement substantially in the form of Exhibit K-4 hereto.


 


(c)               
Upon the request of the Subordinate Class Representative made not more frequently than once a month during the normal business
hours of the applicable Master Servicer and the applicable Special Servicer, each of the applicable Master Servicer and the applicable
Special Servicer shall, without charge, make a knowledgeable Servicing Officer available either by telephone (with Servicing Officers
of each of the applicable Master Servicer and the applicable Special Servicer participating simultaneously if the Subordinate
Class Representative so requests) or, at the option of the Subordinate Class Representative if it provides reasonable advance
notice, at the office of such Servicing Officer, to verbally answer questions from the Subordinate Class Representative regarding
the performance and servicing of the Serviced Mortgage Loans (other than with respect to any Excluded Loan) and/or Administered
REO Properties for which the applicable Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


(d)              
Notwithstanding any provision of this Agreement to the contrary, the failure of the applicable Master Servicer or the applicable
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 applicable Master Servicer or the applicable Special Servicer, as the case may
be, determines, in its reasonable and good faith

 



    	-235-



    	 



    

 


judgment
consistent with the Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan
Document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties, constitute a waiver
of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust
Fund.


 


(e)               
If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party
due diligence services such party may have provided with respect to the Mortgage Loans (any such party a “Due Diligence
Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the Rule 17g-5 Information
Provider for posting on the Rule 17g-5 Information Provider’s Website. The Rule 17g-5 Information Provider shall post on
the Rule 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service
Provider or from another party to this Agreement, promptly upon receipt thereof.


 


(f)               
Neither the applicable Master Servicer nor the applicable Special Servicer shall be liable for providing, disseminating or withholding
information in accordance with the terms of this Agreement. In addition to their other rights hereunder, each of the applicable
Master Servicer and the applicable Special Servicer (and their respective employees, attorneys, officers, directors and agents)
shall, in each case, be indemnified by the Trust Fund for any claims, losses or expenses arising from any such provision, dissemination
or withholding.


 


Section
3.16        Title to Administered REO Property; REO Account. (a) If title to
any Administered REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee, on
behalf of the Certificateholders (and, in the case of a Serviced Loan Combination, also the related Serviced Pari Passu
Companion Loan Holder(s)), or, subject to Section 3.09(b), to a single-member limited liability company of which
the Trust is the sole member, which limited liability company is formed or caused to be formed by the applicable Special
Servicer at the expense of the Trust (or, in the case of an Administered REO Property related to a Mortgage Loan that is part
of a Serviced Loan Combination, the Trust and the related Serviced Pari Passu Companion Loan Holder(s) for the purpose of
taking title to one or more Administered REO Properties pursuant to this Agreement. Any such limited liability company formed
by the applicable Special Servicer shall be a manager-managed limited liability company, with the applicable Special Servicer
to serve as the initial manager to manage the property of the limited liability company, including any applicable
Administered REO Property, in accordance with the terms of this Agreement as if such property was held directly in the name
of the Trust or Trustee under this Agreement. The applicable Special Servicer shall sell any Administered REO Property in
accordance with Section 3.18 by the end of the third calendar year following the year in which the Trust acquires
ownership of such Administered REO Property for purposes of Section 860G(a)(8) of the Code, unless the applicable
Special Servicer either (i) applies, more than sixty (60) days prior to the expiration of such liquidation period, and
is granted (or, pursuant to IRS regulations, deemed to have been granted) an extension of time or the IRS does not deny an
application for an extension of time (an “REO Extension”) by the
IRS to sell such Administered REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee, to the effect that the holding by the Trust of such Administered REO Property subsequent to the end of the third
calendar year following the year in which such

 



    	-236-



    	 



    

 


acquisition
occurred will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with
respect to the Grantor Trust Pool. Regardless of whether the applicable Special Servicer applies for or is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel
referred to in clause (ii) of such sentence, the applicable Special Servicer shall act in accordance with the
Servicing Standard to liquidate the subject Administered REO Property on a timely basis. If the applicable Special Servicer
is granted such REO Extension or obtains such Opinion of Counsel with respect to any Administered REO Property, the
applicable Special Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of Counsel to the
Trustee, and (ii) sell the subject Administered REO Property within such extended period as is permitted by such REO
Extension or contemplated by such Opinion of Counsel, as the case may be. Any expense incurred by the applicable Special
Servicer in connection with its applying for and being granted the REO Extension contemplated by clause (i) of
the third preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the third
preceding sentence, and for the creation of and the operating of a limited liability company, shall be covered by, and be
reimbursable as, a Servicing Advance.


 


(b)              
The applicable Special Servicer shall segregate and hold all funds collected and received by it in connection with any
Administered REO Property separate and apart from its own funds and general assets. If any REO Acquisition occurs in respect
of any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination, then the applicable Special
Servicer shall establish and maintain one or more accounts (collectively, an “REO
Account”), to be held on behalf of the Trustee for the benefit of the Certificateholders (or, in the case of
any Administered REO Property related to a Serviced Loan Combination, on behalf of both the Certificateholders and the
related Serviced Pari Passu Companion Loan Holder(s)), as a collective whole, for the retention of revenues and other
proceeds derived from such Administered REO Property. Each account that constitutes an REO Account shall be an Eligible
Account. The applicable Special Servicer shall deposit, or cause to be deposited, in its REO Account, within one Business Day
following receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect
of an Administered REO Property. Funds in an REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The applicable Special Servicer is authorized to pay out of related Liquidation Proceeds, Insurance Proceeds and/or
Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of an Administered REO Property and outstanding
at the time such proceeds are received, as well as any other items that otherwise may be paid by the applicable Master
Servicer out of such Liquidation Proceeds as contemplated by Section 3.05(a). The applicable Special Servicer
shall be entitled to make withdrawals from its REO Account to pay itself, as Additional Special Servicing Compensation,
interest and investment income earned in respect of amounts held in such REO Account as provided in Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for any Collection
Period). The applicable Special Servicer shall give notice to the other parties hereto of the location of its REO Account
when first established and of the new location of such REO Account prior to any change thereof.


 


(c)               
The applicable Special Servicer shall withdraw from its REO Account funds necessary for the proper operation, management, leasing,
maintenance and disposition of any Administered REO Property, but only to the extent of amounts on deposit in such REO

 



    	-237-



    	 



    

 


Account
relating to such Administered REO Property. Monthly within one Business Day following the end of each Collection Period, the applicable
Special Servicer shall withdraw from its REO Account and deposit into the Collection Account, or deliver to the applicable Master
Servicer for deposit into the Collection Account, the aggregate of all amounts received in respect of each Administered REO Property
during such Collection Period that are then on deposit in such REO Account, net of any withdrawals made out of such amounts pursuant
to the preceding sentence; provided that (A) in the case of each Administered REO Property, the applicable Special
Servicer may retain in its REO Account such portion of such proceeds and collections as may be necessary to maintain a reserve
of sufficient funds for the proper operation, management, leasing, maintenance and disposition of such Administered REO Property
(including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses)
and (B) if such Administered REO Property relates to a Serviced Loan Combination, the applicable Master Servicer shall make,
from such amounts so deposited or remitted as described above, any deposits into any related Serviced Pari Passu Companion Loan
Custodial Account contemplated by Section 3.04(h) or Section 3.04(i), as applicable. For the avoidance
of doubt, such amounts withdrawn from an REO Account and deposited into the Collection Account following the end of each Collection
Period pursuant to the preceding sentence shall, upon such deposit, be construed to have been received by the applicable Master
Servicer during such Collection Period.


 


(d)             
The applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of
accounting for all deposits to, and withdrawals from, its REO Account pursuant to Section 3.16(b) or 3.16(c).


 


(e)             
Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to a Non-Trust-Serviced
Pooled Mortgage Loan.


 


Section
3.17        Management of Administered REO Property. (a) Prior to the acquisition
of title to any Mortgaged Property securing a defaulted Serviced Mortgage Loan, the applicable Special Servicer shall review the
operation of such Mortgaged Property and determine the nature of the income that would be derived from such property if it were
acquired by the Trust. If the applicable Special Servicer determines from such review that:


 


(i)                None of the income from Directly
Operating such Mortgaged Property would be subject to tax as “net income from foreclosure property” within the meaning
of the REMIC Provisions (such tax referred to herein as an “REO Tax”),
then such Mortgaged Property may be Directly Operated by the applicable Special Servicer as Administered REO Property, other than
holding such Administered REO Property for sale or lease or performing construction work thereon;


 


(ii)               Directly Operating such Mortgaged
Property as an Administered REO Property could result in income from such property that would be subject to an REO Tax, but that
a lease of such property to another party to operate such property, or the performance of some services by an Independent Contractor
with respect to such property, or another method of operating such property would not result in income subject to an REO Tax,
then the applicable Special Servicer may (provided that in the judgment of the applicable Special Servicer, exercised in
accordance with the Servicing

 



    	-238-



    	 



    

 


Standard,
it is commercially reasonable) so lease or otherwise operate such Administered REO Property; or


 


                                (iii)             It is reasonable to believe that
Directly Operating such property as Administered REO Property could result in income subject to an REO Tax and either (i) that
the income or earnings with respect to such REO Property will offset any REO Tax relating to such income or earnings and will
maximize the net recovery from the applicable Administered REO Property to the Certificateholders (taking into account that any
related Serviced Pari Passu Companion Loan Holder(s) do not have any obligation under the related Intercreditor Agreement to bear
the effect of any such REO Tax) or (ii) that no commercially reasonable means exists to operate such property as Administered
REO Property without the Trust incurring or possibly incurring an REO Tax on income from such property, then the applicable Special
Servicer shall deliver to the Tax Administrator and the Subordinate Class Representative (other than with respect to any such
property securing an Excluded Loan), in writing, a proposed plan (the “Proposed Plan”)
to manage such property as Administered REO Property. Such plan shall include potential sources of income and good faith estimates
of the amount of income from each such source. Within a reasonable period of time after receipt of such plan, the Tax Administrator
shall consult with the applicable Special Servicer and shall advise the applicable Special Servicer of the Trust’s federal
income tax reporting position with respect to the various sources of income that the Trust would derive under the Proposed Plan.
In addition, the Tax Administrator shall (to the maximum extent reasonably possible and at a reasonable fee, which fee shall be
an expense of the Trust) advise the applicable Special Servicer of the estimated amount of taxes that the Trust would be required
to pay with respect to each such source of income. After receiving the information described in the two preceding sentences from
the Tax Administrator, the applicable Special Servicer shall either (A) implement the Proposed Plan (after acquiring the
respective Mortgaged Property as Administered REO Property) or (B) manage and operate such property in a manner that would
not result in the imposition of an REO Tax on the income derived from such property.


 


Subject
to Section 3.17(b), the applicable Special Servicer’s decision as to how each Administered REO Property
shall be managed and operated shall be in accordance with the Servicing Standard. Neither the applicable Special Servicer nor
the Tax Administrator shall be liable to the Certificateholders, the Trustee, the Trust, the other parties hereto, any
beneficiaries hereof or each other for errors in judgment made in good faith in the exercise of their discretion while
performing their respective responsibilities under this Section 3.17(a) with respect to any Administered REO
Property. Nothing in this Section 3.17(a) is intended to prevent the sale of any Administered REO Property
pursuant to the terms and subject to the conditions of Section 3.18.


 


(b)              
If title to any Administered REO Property is acquired, the applicable Special Servicer shall manage, conserve, protect and operate
such Administered REO Property for the benefit of the Certificateholders (or, in the case of any Administered REO Property related
to a Serviced Loan Combination, on behalf of both the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)),
as a collective whole, solely for the purpose of its prompt disposition and sale in accordance with Section 3.18 below,
in a manner that does not

 



    	-239-



    	 



    

 


cause
such Administered REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or, except as contemplated by Section 3.17(a) above, result in the receipt by any REMIC Pool of any “income
from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, in an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool. Except as contemplated by
Section 3.17(a) above, the applicable Special Servicer shall not enter into any lease, contract or other agreement
with respect to any Administered REO Property that causes the Trust to receive, and (unless required to do so under any lease,
contract or agreement to which the applicable Special Servicer or the Trust may become a party or successor to a party due to
a foreclosure, deed in lieu of foreclosure or other similar exercise of a creditor’s rights or remedies with respect to
the related Serviced Mortgage Loan) shall not, with respect to any Administered REO Property, cause or allow the Trust to receive,
any “net income from foreclosure property” that is subject to taxation under the REMIC Provisions. Subject to the
foregoing, however, the applicable Special Servicer shall have full power and authority to do any and all things in connection
with the administration of any Administered REO Property, as are consistent with the Servicing Standard and, consistent therewith,
shall withdraw from its REO Account, to the extent of amounts on deposit therein with respect to such Administered REO Property,
funds necessary for the proper operation, management, maintenance and disposition of such Administered REO Property, including:


 


(i)               all insurance premiums due and payable
in respect of such Administered REO Property;


 


(ii)              all real estate taxes and assessments
in respect of such Administered REO Property that may result in the imposition of a lien thereon;


 


(iii)             any ground rents in respect of
such Administered REO Property; and


 


(iv)            all other costs and expenses necessary
to maintain, lease, sell, protect, manage, operate and restore such Administered REO Property.


 


To
the extent that amounts on deposit in the applicable Special Servicer’s REO Account with respect to any Administered
REO Property are insufficient for the purposes contemplated by the preceding sentence with respect to such REO Property, the
applicable Master Servicer shall, at the direction of the applicable Special Servicer, but subject to Section 3.11(h),
make a Servicing Advance of such amounts as are necessary for such purposes unless the applicable Master Servicer or the
applicable Special Servicer determines, in its reasonable judgment, that such advances would, if made, be Nonrecoverable
Servicing Advances; provided that the applicable Master Servicer may in its sole discretion make any such Servicing
Advance without regard to recoverability if it is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings.


 


(c)             
The applicable Special Servicer may, and, if required for the Administered REO Property to continue to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code, shall, contract with any Independent Contractor for
the operation and management of any Administered REO Property, provided that:


 



    	-240-



    	 



    

 

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


 


(ii)               the fees of such Independent Contractor
(which shall be expenses of the Trust) shall be reasonable and customary in consideration of the nature and locality of such Administered
REO Property;


 


(iii)              any such contract shall be
consistent with Treasury Regulations Section 1.856-6(e)(6) and shall require, or shall be administered to require, that
the Independent Contractor, in a timely manner, (A) pay all costs and expenses incurred in connection with the operation
and management of such Administered REO Property, including those listed in Section 3.17(b) above, and
(B) remit all related revenues collected (net of its fees and such costs and expenses) to the applicable Special
Servicer upon receipt;


 


(iv)              none of the provisions of this
Section 3.17(c) relating to any such contract or to actions taken through any such Independent Contractor shall be
deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such Administered REO Property; and


 


(v)               the applicable Special Servicer
shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection
with the operation and management of such Administered REO Property, and the applicable Special Servicer shall comply with the
Servicing Standard in maintaining such Independent Contractor.


 


The
applicable Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services
for it related to its duties and obligations hereunder for indemnification of the applicable Special Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. To the extent the costs of
any contract with any Independent Contractor for the operation and management of any Administered REO Property are greater than
the revenues available from such property, such excess costs shall be covered by, and be reimbursable as, a Servicing Advance.


 


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


 


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


 


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


 


(iii)              authorize or permit any construction
on any Administered REO Property, other than the repair or maintenance thereof or the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such 

 



    	-241-



    	 



    

 


building or other improvement was completed before default
on the related Mortgage Loan become imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


                                (iv)               except as otherwise provided for
in Sections 3.17(a)(i), 3.17(a)(ii) and 3.17(a)(iii) above, Directly Operate, or allow any other Person,
other than an Independent Contractor, to Directly Operate, any Administered REO Property on any date more than ninety (90) days
after its date of acquisition by or on behalf of the Trust Fund;


 


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


 


(e)               
Notwithstanding anything to the contrary, this Section 3.17 shall not apply to any REO Property related to a Non-Trust-Serviced
Pooled Mortgage Loan.


 


Section
3.18        Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the
Non-Trust-Serviced Pooled Mortgage Loans. (a) The applicable Master Servicer, the applicable Special Servicer or the
Trustee may sell or purchase, or permit the sale or purchase of, a Mortgage Loan or Administered REO Property only (i) on
the terms and subject to the conditions set forth in this Section 3.18, (ii) as otherwise expressly provided
in or contemplated by Sections 2.03 and 9.01 of this Agreement, (iii) in the case of a Mortgage Loan (or
Administered REO Property related thereto) with a related mezzanine loan, in connection with a Mortgage Loan default if and as
set forth in the related intercreditor agreement or (iv) in the case of a Mortgage Loan related to a Serviced Loan Combination
(or REO Mortgage Loan related thereto), in connection with a Mortgage Loan default if and as set forth in the related Intercreditor
Agreement.


 


(b)              
Promptly upon a Serviced Mortgage Loan becoming a Defaulted Mortgage Loan and if the applicable Special Servicer determines in
accordance with the Servicing Standard that it would be in the best interests of the Certificateholders, as a collective whole
(or if such Defaulted Mortgage Loan is part of a Serviced Loan Combination, in the best interest of the Certificateholders and
the related Serviced Pari Passu Companion Loan Holder as a collective whole), to attempt to sell such Defaulted Mortgage Loan
(and if such Defaulted Mortgage Loan is part of a Serviced Loan Combination, to sell the entire Serviced Loan Combination), the
applicable Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Mortgage Loan or Serviced Loan Combination
on behalf of the Certificateholders (or if such Defaulted Mortgage Loan is part of a Serviced Loan Combination, on behalf of the
Certificateholders and the related Serviced Pari Passu Companion Loan Holder) in such manner as will be reasonably likely to realize
a fair price; provided that, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, if the
applicable Special Servicer determines to attempt to sell such Mortgage Loan it shall sell such Defaulted Mortgage Loan together
with the related Serviced Pari Passu Companion Loan as a whole loan pursuant to Section 3.18(e) and pursuant to the
terms of the related Intercreditor Agreement. The applicable Special Servicer shall accept the first (and, if multiple offers
are contemporaneously received, 

 



    	-242-



    	 



    

 


the highest) cash offer received from any Person that constitutes a fair price for such Defaulted
Mortgage Loan, subject to any applicable provisions in the related Intercreditor Agreement. During any Subordinate Control Period
or Collective Consultation Period, the applicable Special Servicer shall notify the Subordinate Class Representative (other than
with respect to any Excluded Loan) of any inquiries or offers received regarding the sale of any Defaulted Mortgage Loan. During
any Collective Consultation Period, any Senior Consultation Period and, in the case of any Excluded Loan, any Subordinate Control
Period, the applicable Special Servicer shall notify the Trust Advisor of any inquiries or offers received regarding the sale
of any Defaulted Mortgage Loan.


 


(c)               
The applicable Special Servicer shall give the Trustee, the Certificate Administrator, the applicable Master Servicer, the Trust
Advisor (during any Collective Consultation Period, any Senior Consultation Period and, in the case of any Excluded Loan, any
Subordinate Control Period), the Subordinate Class Representative (at any time other than during a Senior Consultation Period
and other than with respect to any Excluded Loan) and the Majority Subordinate Certificateholder (at any time other than during
a Senior Consultation Period and other than with respect to any Excluded Loan) not less than three (3) Business Days’ prior
written notice of its intention to sell any Defaulted Mortgage Loan. No Interested Person shall be obligated to submit an offer
to purchase any Defaulted Mortgage Loan. In no event shall the Trustee, in its individual capacity, offer for or purchase any
Defaulted Mortgage Loan.


 


(d)              
Whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan (other than a Defaulted Mortgage Loan that
is part of a Serviced Loan Combination) for purposes of Section 3.18(b) of this Agreement shall be determined by
the applicable Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if
the highest offeror is an Interested Person; provided that no offer from an Interested Person shall constitute a fair
price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent
third parties. In determining whether any offer received from an Interested Person represents a fair price for any such
Defaulted Mortgage Loan, (other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination), the Trustee
shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this
Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. The
appraiser conducting any such new Appraisal shall be a Qualified Appraiser selected by (i) the applicable Special
Servicer, if no Interested Person is so making an offer, or (ii) the Trustee, if an Interested Person is so making an
offer. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. Notwithstanding
the foregoing, but subject to the proviso in the first sentence of this paragraph, in the event that an offer from an
Interested Person is equal to or in excess of the Purchase Price for such Mortgage Loan, then such offer shall be deemed to
be a fair price and the Trustee shall not make such determination (provided that such offer is also the highest cash
offer received and at least two independent offers have been received); provided that receipt by the Trustee of such
offer pursuant to the applicable notice provisions set forth in Section 12.05 of this Agreement shall be deemed
receipt by a Responsible Officer of the Trustee for the purpose of this sentence. Where any Interested Person is among those
submitting offers with respect to a Defaulted Mortgage Loan, the applicable Special Servicer shall require that all offers be
submitted to the Trustee in writing. In determining whether any such offer from a Person other than an Interested Person
constitutes a fair price for any such Defaulted Mortgage Loan (other than a Defaulted 

 



    	-243-



    	 



    

 


Mortgage Loan that is part of a
Serviced Loan Combination), the applicable Special Servicer shall take into account (in addition to the results of any
Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), and in
determining whether any offer from an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan
(other than a Defaulted Mortgage Loan that is part of a Serviced Loan Combination), the Trustee or any Independent expert designated
by the Trustee as described in the immediately following paragraph of this Section 3.18(d) shall be instructed to
take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan,
the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy. The Purchase
Price for any Defaulted Mortgage Loan shall in all cases be deemed a fair price (but subject to the proviso in the first sentence
of this paragraph with respect to an offer from an Interested Person).


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust Fund) designate
an Independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in
valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if
such cash offer constitutes a fair price for such Mortgage Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by,
and shall be reimbursable from, the offering Interested Person, and to the extent not collected from such Interested Person within
30 days of request therefor, from the Collection Account; provided that, the Trustee shall not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(e)               
In the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the applicable Special Servicer shall solicit
offers for such Defaulted Mortgage Loan together with the related Serviced Pari Passu Companion Loan as a whole loan and shall
require that all offers be submitted to the Trustee in writing and otherwise meet the requirements of the related Intercreditor
Agreement.


 


Whether
any cash offer constitutes a fair price for any such Serviced Loan Combination for purposes of Section 3.18(b) of
this Agreement shall be determined by the applicable Special Servicer, if the highest offeror is a Person other than an Interested
SLC Person, and by the Trustee, if the highest offeror is an Interested SLC Person; provided that no offer from an Interested
SLC Person for a Serviced Loan Combination shall constitute a fair price unless (i) it is the highest offer received and
(ii) at least two other bona fide offers are received from independent third parties. In determining whether any offer
received from an Interested SLC Person represents a fair price for any such Serviced Loan Combination, the Trustee shall be supplied
with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding
nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. The appraiser conducting any such new Appraisal
shall be a Qualified Appraiser selected by (i) the applicable Special Servicer, if no Interested SLC Person is so making
an offer, or (ii) the Trustee, if an Interested SLC Person is so 

 



    	-244-



    	 



    

 


making an offer. The cost of any such Appraisal shall be
covered by, and shall be reimbursable as, a Servicing Advance. In determining whether any such offer from a Person other than
an Interested SLC Person constitutes a fair price for any such Serviced Loan Combination, the applicable Special Servicer shall
take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to this
Agreement within the prior nine (9) months), and in determining whether any offer from an Interested SLC Person constitutes a
fair price for any such Serviced Loan Combination, the Trustee or any Independent expert designated by the Trustee as described
in the immediately following paragraph of this Section 3.18(e) shall be instructed to take into account, as applicable,
among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy. The Trustee shall act in a commercially reasonable
manner in making such determination. Notwithstanding the foregoing, in the event that an offer from an Interested SLC Person is
equal to or in excess of the Purchase Price for such Serviced Loan Combination, then the Trustee will not be required to make
any such determination of fair price and such offer will be deemed to be a fair price (provided such offer is also the highest
cash offer received and at least two independent offers have been received). Further notwithstanding the foregoing, the applicable
Special Servicer shall not be permitted to sell the related Serviced Pari Passu Companion Loan without the written consent of
the related Serviced Pari Passu Companion Loan Holder unless the applicable Special Servicer has delivered to any Serviced Pari
Passu Companion Loan Holder: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell any
related Serviced Loan Combination; (b) at least ten (10) days prior to the proposed sale, a copy of each bid package (together
with any amendments to such bid packages) received by the applicable Special Servicer in connection with any such proposed sale,
(c) at least ten (10) days prior to the proposed sale, a copy of the most recent Appraisal for any such Serviced Loan Combination,
and any documents in the Servicing File requested by any related Serviced Pari Passu Companion Loan Holder and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Subordinate
Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and
all leases or other documents that are approved by the applicable Special Servicer in connection with the proposed sale; provided that the related Serviced Pari Passu Companion Loan Holder may waive any of the delivery or timing requirements set forth
in this sentence. Subject to the foregoing, each of the Majority Subordinate Certificateholder (other than with respect to any
Excluded Loan), the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any
Excluded Loan), any related Serviced Pari Passu Companion Loan Holder or a representative thereof shall be permitted to bid at
any sale of the Mortgage Loan.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested SLC Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust Fund) designate
an Independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in
valuing loans similar to the subject Serviced Loan Combination, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Serviced Loan Combination. If the Trustee designates such a third
party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.
The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant
to this paragraph shall be covered by, 

 



    	-245-



    	 



    

 


and shall be reimbursable from, the offering Interested SLC Person, and to the extent not
collected from such Interested SLC Person within 30 days of request therefor, from the applicable Collection Account; provided that, the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount as determined by
the Trustee.


 


(f)               
The applicable Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to solicit cash offers
for each Administered REO Property in such manner as will be reasonably likely to realize a fair price (determined pursuant to
Section 3.18(g) below) for any Administered REO Property within a customary and normal time frame for the sale of
comparable properties (and, in any event, within the time period provided for by Section 3.16(a)). The applicable
Special Servicer shall accept the first (and, if multiple cash offers are received by a specified offer date, the highest) cash
offer received from any Person that constitutes a fair price (determined pursuant to Section 3.18(g) below) for such
Administered REO Property. If the applicable Special Servicer reasonably believes that it will be unable to realize a fair price
(determined pursuant to Section 3.18(g) below) with respect to any Administered REO Property within the time constraints
imposed by Section 3.16(a), then the applicable Special Servicer shall, consistent with the Servicing Standard, dispose
of such Administered REO Property upon such terms and conditions as it shall deem necessary and desirable to maximize the recovery
thereon under the circumstances.


 


The
applicable Special Servicer shall give the Certificate Administrator, the Trustee, the applicable Master Servicer, the Subordinate
Class Representative (other than with respect to any Excluded Loan), the Majority Subordinate Certificateholder (other than with
respect to any Excluded Loan) not less than five (5) Business Days’ prior written notice (subject to any applicable provisions
in the related Intercreditor Agreement) of its intention to sell any Administered REO Property pursuant to this Section 3.18(f).


 


No
Mortgage Loan Seller, Certificateholder or any Affiliate of any such Person shall be obligated to submit an offer to purchase
any Administered REO Property, and notwithstanding anything to the contrary herein, the Trustee, in its individual capacity, may
not offer for or purchase any Administered REO Property pursuant hereto.


 


(g)              
Whether any cash offer constitutes a fair price for any Administered REO Property for purposes of Section 3.18(f) above,
shall be determined by the applicable Special Servicer or, if such cash offer is from the applicable Special Servicer or any Affiliate
of the applicable Special Servicer, by the Trustee. In determining whether any offer received from the applicable Special Servicer
or an Affiliate of the applicable Special Servicer represents a fair price for any Administered REO Property, the Trustee shall
be supplied with and shall be entitled to rely on the most recent Appraisal in the related Servicing File conducted in accordance
with this Agreement within the preceding nine-month period (or, in the absence of any such Appraisal or if there has been a material
change at the subject property since any such Appraisal, on a new Appraisal to be obtained by the applicable Special Servicer,
the cost of which shall be covered by, and be reimbursable as, a Servicing Advance). The appraiser conducting any such new Appraisal
shall be a Qualified Appraiser that is (i) selected by the applicable Special Servicer if neither the applicable Special
Servicer nor any Affiliate thereof is submitting an offer with respect to the subject Administered REO Property and (ii) selected
by the Trustee if either the applicable Special Servicer or any Affiliate thereof is so submitting an offer. Notwithstanding 

 



    	-246-



    	 



    

 


the
foregoing, and subject to the last sentence of this paragraph, in the event that an offer from the applicable Special Servicer
or an Affiliate thereof is equal to or in excess of the Purchase Price for such REO Property, then the Trustee shall not make
any determination of fair price and such offer shall be deemed to be a fair price (provided such offer is also the highest
cash offer received and at least two independent offers have been received); provided that receipt by the Trustee of such
offer pursuant to the applicable notice provisions set forth in Section 12.05 of this Agreement shall be deemed receipt
by a Responsible Officer of the Trustee for the purpose of this sentence. Where any Mortgage Loan Seller, any Certificateholder
or any Affiliate of any such Person is among those submitting offers with respect to any Administered REO Property, the applicable
Special Servicer shall require that all offers be submitted to it (or, if the applicable Special Servicer or an Affiliate thereof
is submitting an offer, be submitted to the Trustee) in writing and, if applicable, otherwise meet the requirements of the related
Intercreditor Agreement. In determining whether any offer from a Person other than any Mortgage Loan Seller, any Certificateholder
or any Affiliate of any such Person constitutes a fair price for any Administered REO Property, the applicable Special Servicer
(or the Trustee, if applicable) shall take into account the results of any Appraisal or updated Appraisal that it or the applicable
Master Servicer may have obtained in accordance with this Agreement within the prior nine (9) months, as well as, among other
factors, the occupancy level and physical condition of such Administered REO Property, the state of the then-current local economy
and commercial real estate market where such Administered REO Property is located and the obligation to dispose of such Administered
REO Property within a customary and normal time frame for the sale of comparable properties (and, in any event, within the time
period specified in Section 3.16(a)). The Trustee may conclusively rely on the opinion of an Independent appraiser
or other Independent expert in real estate matters retained by the Trustee at the expense of the Trust Fund in connection with
making any such determination. The Purchase Price for any Administered REO Property (which, in connection with an Administered
REO Property related to a Serviced Loan Combination, shall be construed and calculated with respect to the entire Serviced Loan
Combination) shall in all cases be deemed a fair price. Notwithstanding the other provisions of this Section 3.18,
no cash offer from the applicable Special Servicer or any Affiliate thereof shall constitute a fair price for any Administered
REO Property unless such offer is the highest cash offer received and at least two Independent offers (not including the offer
of the applicable Special Servicer or any Affiliate) have been received. In the event the offer of the applicable Special Servicer
or any Affiliate thereof is the only offer received or is the higher of only two offers received, then additional offers shall
be solicited. If an additional offer or offers, as the case may be, are received for any Administered REO Property and the original
offer of the applicable Special Servicer or any Affiliate thereof is the highest of all offers received, then the offer of the
applicable Special Servicer or such Affiliate shall be accepted, provided that the Trustee has otherwise determined, as
provided above in Section 3.18(f), that such offer constitutes a fair price for the subject Administered REO Property.
Any offer by the applicable Special Servicer for any Administered REO Property shall be unconditional; and, if accepted, the subject
Administered REO Property shall be transferred to the applicable Special Servicer without recourse, representation or warranty
other than customary representations as to title given in connection with the sale of a real property.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, and, if applicable, to the extent consistent with any related Intercreditor
Agreement, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair 

 



    	-247-



    	 



    

 


price, the
Trustee may (at its option and at the expense of the Trust Fund) designate an independent third party expert in real estate or
commercial mortgage loan matters with at least 5 years’ experience in valuing loans similar to the subject mortgage loan,
that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such mortgage
loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of
value incurred by any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable from, the offering
Interested Person, and to the extent not collected from such Interested Person within 30 days of request therefor, from the applicable
Collection Account; provided that, the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee.


 


(h)               
Subject to Sections 3.18(a) through 3.18(g) above, the applicable Special Servicer shall act on behalf of
the Trust in negotiating with Independent third parties in connection with the sale of any Defaulted Mortgage Loan or
Administered REO Property and taking any other action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or Administered REO Property, and the collection of all amounts payable in connection therewith. In connection
with the sale of any Defaulted Mortgage Loan or Administered REO Property, the applicable Special Servicer may charge
prospective offerors, and may retain, fees that approximate the applicable Special Servicer’s actual costs in the
preparation and delivery of information pertaining to such sales or evaluating offers without obligation to deposit such
amounts into the Collection Account; provided that if the applicable Special Servicer was previously reimbursed for
such costs from the Collection Account, then the applicable Special Servicer must deposit such amounts into the Collection
Account. Any sale of a Defaulted Mortgage Loan or any Administered REO Property shall be final and without recourse to the
Trustee or the Trust, and if such sale is consummated in accordance with the terms of this Agreement, neither the applicable
Special Servicer nor the Trustee shall have any liability to any Certificateholder with respect to the purchase price
therefor accepted by the applicable Special Servicer or the Trustee.


 


(i)                
Any sale of any Defaulted Mortgage Loan or Administered REO Property shall be for cash only. The applicable Special Servicer in
its capacity as applicable Special Servicer shall have no authority to provide financing to the purchaser.


 


(j)                
With respect to any Non-Trust-Serviced Pooled Mortgage Loan that becomes a “Defaulted Mortgage Loan” (as such term
or other similar term is defined pursuant to the terms of the related Non-Trust Pooling and Servicing Agreement and construed
as if such Non-Trust-Serviced Pooled Mortgage Loan were a “Mortgage Loan” under such Non-Trust Pooling and Servicing
Agreement), the liquidation of such Non-Trust-Serviced Pooled Mortgage Loan shall be administered by the related Non-Trust Special
Servicer in accordance with the related Non-Trust Pooling and Servicing Agreement and the related Intercreditor Agreement. Any
such sale of a Non-Trust-Serviced Pooled Mortgage Loan pursuant to the related Non-Trust Pooling and Servicing Agreement and/or
the related Intercreditor Agreement shall be final and without recourse to the Trustee or the Trust, and none of the applicable
Master Servicer, the applicable Special Servicer or the Trustee shall have any liability to any Certificateholder with 

 



    	-248-



    	 



    

 


respect
to the purchase price for such Non-Trust-Serviced Pooled Mortgage Loan accepted on behalf of the Trust.


 


(k)              
If any Defaulted Mortgage Loan or REO Property is sold under this Section 3.18, or a Non-Trust-Serviced Pooled Mortgage
Loan is sold in accordance with the related Intercreditor Agreement and the related Non-Trust Pooling and Servicing Agreement,
then the purchase price shall be deposited into the Collection Account or, if applicable, the Serviced Pari Passu Companion Loan
Custodial Account, and the Trustee, upon receipt of written notice from the applicable Master Servicer to the effect that such
deposit has been made (based upon, in the case of a Defaulted Mortgage Loan or REO Property, notification by the applicable Special
Servicer to the applicable Master Servicer of the amount of the purchase price), shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest ownership
of such Mortgage Loan or Administered REO Property in the Person who purchased such Mortgage Loan or Administered REO Property.


 


(l)                
Any purchaser of a Defaulted Mortgage Loan that has a related Serviced Pari Passu Companion Loan, whether pursuant to this Section 3.18
or pursuant to Section 2.03 or Section 9.01, will be subject to the related Intercreditor
Agreement, including any requirements thereof governing who may be a holder of such Mortgage Loan. The applicable Special
Servicer will require, in connection with such a sale of such a Defaulted Mortgage Loan, that the purchaser assume in writing
all of the rights and obligations of the holder of such Mortgage Loan under the related Intercreditor Agreement.


 


(m)               
In connection with the sale of any Defaulted Mortgage Loan (other than a Non-Trust-Serviced Pooled Mortgage Loan) under the provisions
described in this Section 3.18 for an amount less than the Purchase Price, the applicable Special Servicer shall obtain
the approval of the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any
Excluded Loan) or consult with the Subordinate Class Representative (during any Collective Consultation Period and other than
with respect to any Excluded Loan) and the applicable Special Servicer shall consult with the Trust Advisor (during any Collective
Consultation Period, any Senior Consultation Period and, in the case of any Excluded Loan, any Subordinate Control Period), subject
to the applicable Special Servicer’s prevailing duty to comply with the Servicing Standard. In addition, in considering
such a sale, the applicable Special Servicer shall consider the interests only of the Certificateholders and, in the case of a
Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder (as
a collective whole, as if they together constituted a single lender) (for example, if the prospective buyer making the lower offer
is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).
In connection with any consultation with the Trust Advisor contemplated above in this Section 3.18(m), the applicable
Special Servicer shall provide the Trust Advisor with any relevant information reasonably requested by the Trust Advisor in order
to enable it to consult with the applicable Special Servicer.


 


(n)              
Notwithstanding any of the foregoing paragraphs of this Section 3.18, the applicable Special Servicer shall not be
obligated to accept the highest cash offer if such Special Servicer determines (in accordance with the Servicing Standard and,
to the extent a Subordinate 

 



    	-249-



    	 



    

 


Control Period is then in effect, with the consent or deemed consent of the Subordinate Class Representative
(other than with respect to any Excluded Loan) and in consultation with the Trust Advisor with respect to any Excluded Loan, and,
to the extent a Collective Consultation Period is then in effect, in consultation with the Subordinate Class Representative (other
than with respect to any Excluded Loan) and the Trust Advisor, and, to the extent a Senior Consultation Period is then in effect,
in consultation with the Trust Advisor), that rejection of such offer would be in the best interests of the Certificateholders
and, in the case of a Defaulted Mortgage Loan that is part of a Serviced Loan Combination, the related Serviced Pari Passu Companion
Loan Holder (as a collective whole as if they together constituted a single lender), and such Special Servicer may accept a lower
cash offer (from any Person other than itself or an Affiliate) if it determines, in accordance with the Servicing Standard, that
acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Defaulted Mortgage Loan
that is part of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as
if they together constituted a single lender). In connection with any consultation with the Trust Advisor contemplated above in
this Section 3.18(n), the applicable Special Servicer shall provide the Trust Advisor with any relevant information
reasonably requested by the Trust Advisor in order to enable it to consult with the applicable Special Servicer.


 


Section
3.19        Additional Obligations of Master Servicers and Special Servicers.


 


(a)               
Within sixty (60) days (or within such longer period as the applicable Special Servicer is (as certified thereby to the Trustee
in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which
any Serviced Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes
an REO Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for sixty (60)
days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy,
insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60)
days, (v) any Monthly Payment (other than a Balloon Payment) becomes sixty (60) days or more delinquent, or (vi) the
related Borrower fails to make when due any Balloon Payment and the Borrower does not deliver to the applicable Master Servicer
or the applicable Special Servicer, on or before the Due Date of the Balloon Payment, a written and fully executed (subject only
to customary final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and
substance to the applicable Master Servicer (and such Master Servicer shall promptly forward such commitment to the applicable
Special Servicer) which provides that such refinancing will occur within 120 days after the date on which the Balloon Payment
will become due (provided that if either such refinancing does not occur during that time or the applicable Master Servicer
is required during that time to make any P&I Advance in respect of the Mortgage Loan, an Appraisal Trigger Event will occur
immediately) (each such event, an “Appraisal Trigger Event” and each such Serviced Mortgage Loan and any related
REO Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following
paragraph, a “Required Appraisal Loan”), the applicable Special Servicer
shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if
applicable, conducted) within the prior nine (9) months and the applicable Special Servicer has no knowledge of changed circumstances
that in the applicable Special Servicer’s 

 



    	-250-



    	 



    

 


reasonable
judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified
Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the
direction of the applicable Special Servicer when the Appraisal is received by the applicable Special Servicer. Promptly
following the receipt of, and based upon, such Appraisal and receipt of information requested by the applicable Special
Servicer from the applicable Master Servicer pursuant to the last paragraph of this Section 3.19(a), the
applicable Special Servicer, in consultation with (i) the Subordinate Class Representative (during any Subordinate
Control Period and other than with respect to any Excluded Loan) or (ii) one or more of the Subordinate Class
Representative (other than with respect to any Excluded Loan) and the Trust Advisor, under the procedures set forth in Sections 3.28(d)
and 3.28(e) (during any Collective Consultation Period or Senior Consultation Period), shall determine and report to
the Certificate Administrator, the Trustee and the applicable Master Servicer the then applicable Appraisal Reduction Amount,
if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal
may, in the case of any Serviced Mortgage Loan with an aggregate outstanding principal balance of less than $2,000,000 only,
consist solely of an internal valuation performed by the applicable Special Servicer. In connection with a Mortgaged Property
related to any Serviced Loan Combination, the applicable Special Servicer shall also determine and report to the Trustee, the
applicable Master Servicer, the Subordinate Class Representative (other than with respect to any Serviced Loan Combination
that is an Excluded Loan), any related Serviced Pari Passu Companion Loan Holder and the related Other Master Servicer the
Appraisal Reduction Amount, if any, with respect to the entire such Serviced Loan Combination (calculated, for purposes of
this sentence, as if it were a single Mortgage Loan).


 


A
Serviced Mortgage Loan shall cease to be a Required Appraisal Loan if and when, following the occurrence of the most recent Appraisal
Trigger Event, any and all Servicing Transfer Events with respect to such Mortgage Loan have ceased to exist and no other Appraisal
Trigger Event has occurred with respect thereto during the preceding ninety (90) days.


 


For
so long as any Serviced Mortgage Loan or related REO Mortgage Loan remains a Required Appraisal Loan, the applicable Special
Servicer shall, every nine (9) months after such Mortgage Loan becomes a Required Appraisal Loan, obtain (or, if such
Required Appraisal Loan has a Stated Principal Balance of less than $2,000,000, at the applicable Special Servicer’s
option, conduct) an update of the prior Appraisal. If such update is obtained from a Qualified Appraiser, the cost thereof
shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the applicable
Special Servicer when the Appraisal is received by the applicable Special Servicer. Promptly following the receipt of, and
based upon, such update, the applicable Special Servicer shall redetermine, in consultation with (i) the Subordinate
Class Representative (during any Subordinate Control Period and other than with respect to any Excluded Loan) or
(ii) one or more of the Subordinate Class Representative (other than with respect to any Excluded Loan) and the Trust
Advisor, under the procedures set forth in Sections 3.28(d) and 3.28(e) (during any Collective
Consultation Period or Senior Consultation Period), and report to the Certificate Administrator, the Trustee and the
applicable Master Servicer, the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required
Appraisal Loan. In connection with a Mortgaged Property related to any Serviced Loan Combination, promptly following the
receipt of, and based upon, such update, the applicable Special Servicer shall also redetermine, and report to the
Trustee, the applicable 

 



    	-251-



    	 



    

 


Master Servicer, the Subordinate Class Representative (other than with respect to an Excluded Loan) and related
Serviced Pari Passu Companion Loan Holder(s) the Appraisal Reduction Amount, if any, with respect to the entire such Serviced
Loan Combination (calculated, for purposes of this sentence, as if it were a single Mortgage Loan).


 


Notwithstanding
the foregoing, but subject to the final paragraph of this Section 3.19(a), solely for purposes of determining whether
a Subordinate Control Period is in effect (and the identity of the Subordinate Class), whenever the applicable Special Servicer
is required to obtain an Appraisal or updated Appraisal under this Agreement, the Subordinate Class Representative shall have
the right, exercisable within ten (10) Business Days after the applicable Special Servicer’s report of the resulting Appraisal
Reduction Amount, to direct the applicable Special Servicer to hire a Qualified Appraiser reasonably satisfactory to the Subordinate
Class Representative to prepare a second Appraisal of the Mortgaged Property at the expense of the Subordinate Class Representative.
The applicable Special Servicer must use reasonable efforts to cause the delivery of such second Appraisal (other than in respect
of an Excluded Loan) within thirty (30) days following the direction of the Subordinate Class Representative. Within ten (10)
Business Days following its receipt of such second Appraisal, the applicable Special Servicer shall determine, in accordance with
the Servicing Standard, whether, based on its assessment of such second Appraisal and receipt of information requested from the
applicable Master Servicer reasonably required to perform such recalculation of the Appraisal Reduction Amount, any recalculation
of the Appraisal Reduction Amount is warranted and, if so, the applicable Special Servicer shall recalculate the applicable Appraisal
Reduction Amount on the basis of such second Appraisal and receipt of information requested by the applicable Special Servicer
from the applicable Master Servicer pursuant to the last paragraph of this Section 3.19(a). Solely for purposes of
determining whether a Subordinate Control Period is in effect and the identity of the Subordinate Class:


 


                                (i)                the first Appraisal shall be disregarded
and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for
the related Mortgage Loan shall be calculated on the basis of the most recent prior Appraisal or updated Appraisal obtained under
this Agreement (or, if no such Appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether
a Subordinate Control Period is in effect and the identity of the Subordinate Class) unless and until (a) the Subordinate Class
Representative fails to exercise its right to direct the applicable Special Servicer to obtain a second Appraisal within the exercise
period described above or (b) if the Subordinate Class Representative exercises its right to direct the applicable Special
Servicer to obtain a second Appraisal, and such second Appraisal is not received by the applicable Special Servicer (using efforts
consistent with the Servicing Standard to obtain such Appraisal) within ninety (90) days following such direction, whichever occurs
earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first Appraisal, if any, shall be effective);
and


 


                                (ii)                if the Subordinate Class Representative
exercises its right to direct the applicable Special Servicer to obtain a second Appraisal and such second Appraisal is received
by the applicable Special Servicer within ninety (90) days following such direction, the Appraisal Reduction Amount (if any),
calculated on the basis of the second 

 



    	-252-



    	 



    

 


Appraisal (if the applicable Special Servicer determines that a recalculation was warranted
as described above) or (otherwise) on the basis of the first Appraisal shall be effective.


 


In
addition, if there is a material change with respect to any of the Mortgaged Properties related to a Serviced Mortgage Loan with
respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder
(or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance
Certificates reduced by Appraisal Reduction Amounts allocated thereto to less than 25% of the initial Class Principal Balance
of each such Class and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder shall have
the right, at its sole cost and expense, to present to the applicable Special Servicer an additional Appraisal prepared by a Qualified
Appraiser on an “as-is” basis and acceptable to the applicable Special Servicer in accordance with the Servicing Standard.
Subject to the applicable Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there
has been a change with respect to the related Mortgaged Property and such change was material, the applicable Special Servicer
shall recalculate such Appraisal Reduction Amount based upon such additional Appraisal and updated information. If required by
any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts
allocated to such Class shall have its related Certificate Principal Balance notionally restored to the extent required by such
recalculation, and there shall be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period
is then in effect. With respect to each Class of Control-Eligible Certificates, the right to present the applicable Special Servicer
with any such additional Appraisals as provided above is limited to no more frequently than once in any 12-month period for each
Serviced Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated.


 


With
respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder,
the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable,
the allocation of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of
the related Mortgaged Property used to calculate the Appraisal Reduction Amount shall be determined on an “as-is”
basis and (ii) the Appraisal Reduction Amount so calculated shall be notionally allocable between the respective Classes
of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal
Balance thereof is notionally reduced to zero) and the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB
Certificates shall be treated as a single Class in such notional allocation; provided, however, that for the purposes
of such allocation, Appraisal Reduction Amounts shall be allocated to the respective Class PEX Components rather than to
the Class PEX Certificates, and for the purposes of such allocation (A) the Class A-S Certificates and the Class A-S-PEX
Component shall be considered as if they together constitute a single “Class” with an alphanumeric designation of
“A-S”, (B) the Class B Certificates and the Class B-PEX Component shall be considered as if they together
constitute a single “Class” with an alphanumeric designation of “B”, and (C) the Class C Certificates
and the Class C-PEX Component shall be considered as if they together constitute as single “Class” with an alphanumeric
designation of “C”.


 



    	-253-



    	 



    


 


The applicable Master
Servicer shall deliver by electronic mail to the applicable Special Servicer any information in the applicable Master Servicer’s
possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount or updated
Appraisal Reduction Amount pursuant to the definition thereof, using reasonable best efforts to deliver such information, within
four (4) Business Days following the applicable Special Servicer’s request therefor (which request shall be made promptly,
but in no event later than ten (10) Business Days, after the applicable Special Servicer’s receipt of the applicable Appraisal
or preparation of the applicable internal valuation); provided, the applicable Special Servicer’s failure to timely make
such request shall not relieve the applicable Master Servicer of its obligation to provide such information to the applicable Special
Servicer in the manner and timing set forth in this sentence.


 


(b)        
Notwithstanding anything to the contrary contained in any other Section of this Agreement, the applicable Special Servicer
shall notify the applicable Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced
Mortgage Loan or Administered REO Property, and, the applicable Master Servicer shall (subject to Section 3.11(h))
make such Servicing Advance; provided that the applicable Special Servicer shall either (i) make any Servicing Advance
(other than a Nonrecoverable Servicing Advance) on a Specially Serviced Mortgage Loan or Administered REO Property that constitutes
an Emergency Advance or (ii) notify the applicable Master Servicer no later than one (1) Business Day after the applicable
Special Servicer acquires actual knowledge of the need for such Emergency Advance on a Specially Serviced Mortgage Loan or Administered
REO Property and request the applicable Master Servicer to make such Emergency Advance. Each such notice and request shall be made,
in writing, not less than five (5) Business Days or, in the case of an Emergency Advance, not later than two (2) Business Days
(provided the request sets forth the nature of the emergency), in advance of the date on which the subject Servicing Advance is
to be made and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the applicable
Master Servicer may reasonably request; provided that the applicable Special Servicer shall not be entitled to make such
a request more frequently than once per calendar month with respect to Servicing Advances other than Emergency Advances (although
such request may relate to more than one Servicing Advance). The applicable Master Servicer shall have the obligation to make any
such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the applicable Special Servicer
to make (as described above) not later than the date on which the subject Servicing Advance is to be made, but in no event shall
it be required to make any Servicing Advance on a date that is earlier than five (5) Business Days or, in the case of an Emergency
Advance, on a date that is earlier than two (2) Business Days, following the applicable Master Servicer’s receipt of such
request. If the request is timely and properly made, the requesting applicable Special Servicer shall be relieved of any obligations
with respect to a Servicing Advance that it so requests the applicable Master Servicer to make with respect to any Specially Serviced
Mortgage Loan or Administered REO Property (regardless of whether or not the applicable Master Servicer shall make such Servicing
Advance). The applicable Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction
of the applicable Special Servicer, together with Advance Interest in accordance with Sections 3.05(a) and 3.11(g),
at the same time, in the same manner and to the same extent as the applicable Master Servicer is entitled with respect to any other
Servicing Advances made thereby. Any request by the applicable Special Servicer that the applicable Master Servicer make a Servicing
Advance shall


 






    	-254-



    	 



    

 


be deemed to be a determination by the applicable Special Servicer that such Servicing Advance is not a Nonrecoverable
Advance, on which deemed determination the applicable Master Servicer is entitled to rely. The preceding statement shall not be
construed to limit the right of the applicable Special Servicer under Section 3.11(i) with respect to the payment of
any servicing expense that, if advanced, would constitute a Nonrecoverable Servicing Advance. If the applicable Special Servicer
makes an Emergency Advance, the applicable Master Servicer shall reimburse the applicable Special Servicer for such Emergency Advance
(with Advance Interest thereon at the Reimbursement Rate) within five (5) Business Days following the applicable Special Servicer’s
request for reimbursement (which request shall be accompanied by such information and documentation regarding the subject Emergency
Advance as the applicable Master Servicer may reasonably request), upon which reimbursement the applicable Master Servicer will
be deemed to have made such Emergency Advance when the applicable Special Servicer made such Emergency Advance.


 


Notwithstanding the foregoing
provisions of this Section 3.19(b), the applicable Master Servicer shall not be required to reimburse the applicable
Special Servicer for, or to make at the direction of the applicable Special Servicer, any Servicing Advance if the applicable Master
Servicer determines in its reasonable judgment that such Servicing Advance, although not characterized by the applicable Special
Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The applicable Master Servicer shall
notify the applicable Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance
shall be reimbursed to the applicable Special Servicer pursuant to Section 3.05(a).


 


(c)         
Each Master Servicer shall deliver to the Certificate Administrator for deposit in the Distribution Account by 1:00 p.m.
(New York City time) on the Master Servicer Remittance Date, without any right of reimbursement therefor, a cash payment (a “Compensating
Interest Payment”) in an amount equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls
incurred in connection with voluntary Principal Prepayments received in respect of the Serviced Mortgage Loans for which it is
acting as Master Servicer (other than Specially Serviced Mortgage Loans and Serviced Mortgage Loans on which the applicable Special
Servicer allowed or consented to the applicable Master Servicer allowing a Principal Prepayment on such Serviced Mortgage Loan
on a date other than the applicable Due Date) during the related Collection Period, and (ii) the aggregate of (A) that
portion of its Master Servicing Fees earned by such Master Servicer for the related Distribution Date that is, in the case of each
and every Serviced Mortgage Loan and REO Mortgage Loan for which such Master Servicing Fees are being paid in the related Collection
Period, calculated for this purpose at 0.25 basis points (0.0025%) per annum, and (B) all Prepayment Interest Excesses
received by the applicable Master Servicer during the related Collection Period; provided that the applicable Master Servicer
shall pay (without regard to clause (ii) above) the amount of any Prepayment Interest Shortfall otherwise described
in clause (i) above incurred in connection with any Principal Prepayment received in respect of a Serviced Mortgage
Loan during the related Collection Period to the extent such Prepayment Interest Shortfall occurs as a result of the applicable
Master Servicer allowing the related Borrower to deviate from the terms of the related Mortgage Loan Documents regarding Principal
Prepayments (other than (w) subsequent to a default under the related Mortgage Loan Documents, (x) pursuant to applicable
law or a court order (including in connection with amounts collected as Insurance Proceeds or Condemnation


 






    	-255-



    	 



    

 


Proceeds to the extent
that such applicable law or court order limits the ability of the applicable Master Servicer to apply the proceeds in accordance
with the related Mortgage Loan Documents), (y) at the request or with the consent of the applicable Special Servicer, or (z) during
any Subordinate Control Period or Collective Consultation Period, (other than with respect to any Excluded Loan) at the request
or with the consent of the Subordinate Class Representative). No Master Servicer shall be obligated to make any Compensating Interest
Payments as a result of any prepayments on Mortgage Loans for which it does not act as Master Servicer.


 


The rights of the Certificateholders
to offsets of any Prepayment Interest Shortfalls shall not be cumulative from Collection Period to Collection Period.


 


(d)        
Subject to the consent rights and process set forth in Section 3.24(c) with respect to Material Actions, the applicable
Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Pari Passu
Companion Loans in accordance with the terms of the related Mortgage Loan Documents, and shall be entitled to any defeasance fees
paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees in connection with a defeasance that the applicable Special Servicer is entitled to under this Agreement). With respect to
each Serviced Mortgage Loan that is to be defeased in accordance with its terms, the applicable Master Servicer shall execute and
deliver to each Rating Agency (subject to Section 3.27) a certification substantially in the form attached hereto as
Exhibit N and, further, shall, to the extent permitted by the terms of such Mortgage Loan, require the related Borrower
(i) to provide replacement collateral consisting of U.S. government securities within the meaning of Section 2(a)(16)
of the Investment Company Act in an amount sufficient to make all scheduled payments under the subject Serviced Mortgage Loan (or
defeased portion thereof) when due (and assuming, in the case of an ARD Mortgage Loan, to the extent consistent with the related
Mortgage Loan Documents, that the subject ARD Mortgage Loan matures on its Anticipated Repayment Date), (ii) to deliver a
certificate from an independent certified public accounting firm certifying that the replacement collateral is sufficient to make
such payments, (iii) at the option of the applicable Master Servicer, to designate a single purpose entity (which may be (but
is not required to be) a subsidiary of the applicable Master Servicer established for the purpose of assuming all defeased Serviced
Mortgage Loans) to assume the subject Serviced Mortgage Loan (or defeased portion thereof) and own the defeasance collateral, (iv) to
implement such defeasance only after the second anniversary of the Closing Date, (v) to provide an Opinion of Counsel that
the Trustee has a perfected, first priority security interest in the new collateral, and (vi) in the case of a partial defeasance
of the subject Serviced Mortgage Loan, to defease a principal amount equal to at least 125% of the allocated loan amount for the
Mortgaged Property or Properties to be released; provided that, if (A) the subject Serviced Mortgage Loan has a Cut-off
Date Principal Balance greater than or equal to $35,000,000 or an outstanding principal balance greater than or equal to 2% of
the aggregate Stated Principal Balance of the Mortgage Pool or is one of the ten largest Mortgage Loans then in the Trust Fund,
(B) the terms of the subject Serviced Mortgage Loan do not permit the applicable Master Servicer to impose the foregoing requirements
and the applicable Master Servicer does not satisfy such requirements on its own or (C) the applicable Master Servicer is
unable to execute and deliver the certification attached hereto as Exhibit N in connection with the subject defeasance,
then the applicable Master Servicer shall so notify the Rating Agencies (subject to Section 3.27), the Subordinate


 






    	-256-



    	 



    

 


Class Representative and the Majority Subordinate Certificateholder and, if any Mortgage Loan in a Serviced Loan Combination is
involved, the related Serviced Pari Passu Companion Loan Holder(s) and, so long as such a requirement would not violate applicable
law or the Servicing Standard, obtain a Rating Agency Confirmation (subject to Section 3.27) with respect to such defeasance.
Subject to the related Mortgage Loan Documents and applicable law, the applicable Master Servicer shall not permit a defeasance
unless (i) the subject Serviced Mortgage Loan requires the Borrower to pay (or the Borrower in fact pays) all Rating Agency
fees associated with defeasance (if a Rating Agency Confirmation is a specific condition precedent thereto) and all expenses associated
with defeasance or other arrangements for payment of such costs are made at no expense to the Trust Fund or the applicable Master
Servicer (provided that in no event shall such proposed other arrangements result in any liability to the Trust Fund including
any indemnification of the applicable Master Servicer or the applicable Special Servicer which may result in legal expenses to
the Trust Fund), and (ii) the Borrower is required to provide all Opinions of Counsel, including Opinions of Counsel that
the defeasance will not cause an Adverse REMIC Event or an Adverse Grantor Trust Event and that the related Mortgage Loan Documents
are fully enforceable in accordance with their terms (subject to bankruptcy, insolvency and similar standard exceptions), and any
applicable Rating Agency Confirmations.


 


(e)         
In connection with the Serviced Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Borrower
was required to escrow funds or post a Letter of Credit related to obtaining performance objectives, such as targeted debt service
coverage levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee
has the discretion to retain the cash or Letter of Credit (or the proceeds of such Letters of Credit) as additional collateral
if the relevant conditions to release are not satisfied, then the applicable Master Servicer shall hold such escrows or Letters
of Credit (or the proceeds of such Letters of Credit) as additional collateral and not use such funds to reduce the principal balance
of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the related Mortgage Loan Documents allow such
action), unless holding such funds would otherwise be inconsistent with the Servicing Standard.


 


Section 3.20     
Modifications, Waivers, Amendments and Consents. (a) The applicable Special Servicer (in the case of a Specially
Serviced Mortgage Loan and in the case of a Special Servicer Decision or a Material Action with respect to a Performing Serviced
Mortgage Loan that is a Non-WFB Mortgage Loan or a related Performing Serviced Pari Passu Companion Loan) or the applicable Master
Servicer (in the case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu Companion Loan other than a Special
Servicer Decision or a Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or a
related Performing Serviced Pari Passu Companion Loan) may (consistent with the Servicing Standard) agree to any modification,
waiver or amendment of any term of, extend the maturity of, defer or forgive interest (including Default Interest) on and principal
of, defer or forgive late payment charges, Prepayment Premiums and Yield Maintenance Charges on, permit the release, addition or
substitution of collateral securing, and/or permit the release, addition or substitution of the Borrower on or any guarantor of,
any Serviced Mortgage Loan for which it is responsible, and respond to or approve Borrower requests for consent on the part of
the mortgagee (including the lease reviews and lease consents related thereto), subject, however, to Sections 3.08, 3.24,
3.26, and/or 3.28, as applicable, and, in the case of each Mortgage Loan in


 






    	-257-



    	 



    

 


a Serviced Loan Combination, to the rights
of third parties set forth in the related Intercreditor Agreement, and, further to each of the following limitations, conditions
and restrictions:


 


(i)          
other than as expressly set forth in Section 3.02 (with respect to Default Charges and Post-ARD Additional
Interest), Section 3.07 (insurance), Section 3.08 (with respect to due-on-sale and due-on-encumbrance
clauses and transfers of interests in Borrowers), Section 3.19(d) (with respect to defeasances), and Section 3.20(f)
(with respect to various routine matters), the applicable Master Servicer shall not agree to or consent to a request for any
modification, waiver or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a)
with respect to, any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, that would (x) affect the amount or timing
of any related payment of principal, interest or other amount payable under such Mortgage Loan, (y) materially and adversely
affect the security for such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan or (z) constitute a Material Action,
unless (solely in the case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu Companion Loan) (other than
a Material Action with respect to a Performing Serviced Mortgage Loan that is a Non-WFB Mortgage Loan or the related Performing
Serviced Pari Passu Companion Loan being processed by the Special Servicer as provided in the final paragraph of this Section
3.20(a)) the applicable Master Servicer has obtained the consent of the applicable Special Servicer (it being understood and agreed
that (A) the applicable Master Servicer shall promptly provide the applicable Special Servicer with (x) written notice
of any Borrower request for such modification, waiver or amendment, (y) the applicable Master Servicer’s written recommendations
and analysis, and (z) all information reasonably available to the applicable Master Servicer that the applicable Special
Servicer may reasonably request in order to withhold or grant any such consent, (B) the applicable Special Servicer shall
decide whether to withhold or grant such consent in accordance with the Servicing Standard (and subject to Sections 3.24
and/or 3.26, as applicable), and (C) any such consent shall be deemed to have been granted if such consent has
not been expressly denied within (x), for consents other than on a Serviced Loan Combination, fifteen (15) Business Days (or in
connection with an Acceptable Insurance Default, ninety (90) days) of the applicable Special Servicer’s receipt from the
applicable Master Servicer of the applicable Master Servicer’s written recommendations and analysis and all information
reasonably requested thereby and reasonably available to the applicable Master Servicer in order to make an informed decision
and (y), for consents on a Serviced Loan Combination, ten (10) Business Days (or, in connection with an Acceptable Insurance Default
with respect to a Serviced Loan Combination, thirty (30) days) after the time period provided in the related Intercreditor Agreement
(provided that such time period shall be deemed to have commenced upon the applicable Special Servicer’s receipt from the
applicable Master Servicer of the applicable Master Servicer’s written recommendations and analysis and all information
reasonably requested thereby and reasonably available to the applicable Master Servicer in order to make an informed decision).
If consent to a matter processed by the applicable Master Servicer and for which such Master Servicer is required to obtain the
consent of the applicable Special Servicer pursuant to this clause (i) is granted or deemed to have been granted by
such Special Servicer, then such Master Servicer will be responsible for entering into the relevant documentation;


 






    	-258-



    	 



    

 


(ii)          
other than as provided in Sections 3.02, 3.08, and 3.20(e), the applicable Special Servicer shall not
agree to (or, in the case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu Companion Loan, consent to
the applicable Master Servicer’s agreeing to) any modification, waiver or amendment of any term of, or take (or, in the
case of a Performing Serviced Mortgage Loan or Performing Serviced Pari Passu Companion Loan, consent to the applicable Master
Servicer’s taking) any of the other acts referenced in this Section 3.20(a) with respect to, any Serviced Mortgage
Loan or Serviced Pari Passu Companion Loan that would affect the amount or timing of any related payment of principal, interest
or other amount payable thereunder or, in the reasonable judgment of the applicable Special Servicer, would materially impair
the security for such Mortgage Loan or Serviced Pari Passu Companion Loan, unless a material default on such Mortgage Loan or
Serviced Pari Passu Companion Loan has occurred or, in the reasonable judgment of the applicable Special Servicer, a default with
respect to payment on such Mortgage Loan or Serviced Pari Passu Companion Loan at maturity or on an earlier date is reasonably
foreseeable, or the applicable Special Servicer reasonably believes that there is a significant risk of such a default, and, in
either case, such modification, waiver, amendment or other action is reasonably likely to produce an equal or a greater recovery
to Certificateholders (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)),
as a collective whole, on a present value basis (the relevant discounting of anticipated collections that will be distributable
to Certificateholders (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s))
to be done at a rate determined by the applicable Special Servicer but in no event less than the related Net Mortgage Rate (or,
in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, at the related Net Mortgage Rate immediately prior to
the Anticipated Repayment Date), than would liquidation; provided that (A) any modification, extension, waiver or
amendment of the payment terms of any related Serviced Loan Combination shall be structured in a manner so as to be consistent
with the allocation and payment priorities set forth in the related Mortgage Loan Documents, including the related Intercreditor
Agreement, it being the intention that neither the Trust as holder of the related Mortgage Loan nor any Serviced Pari Passu Companion
Loan Holder shall gain a priority over any other with respect to any payment, which priority is not, as of the date of the related
Intercreditor Agreement, reflected in the related Mortgage Loan Documents, including the related Intercreditor Agreement; and
(B) to the extent consistent with the Servicing Standard, no waiver, reduction or deferral of any particular amounts due
on the related Mortgage Loan shall be effected prior to the waiver, reduction or deferral of the entire corresponding item in
respect of the related Serviced Pari Passu Companion Loan;


 


(iii)         
neither the applicable Master Servicer nor the applicable Special Servicer shall extend the date on which any Balloon Payment
is scheduled to be due on any Mortgage Loan to a date beyond the earlier of (A) five years prior to the Rated Final Distribution
Date and (B) if such Mortgage Loan is secured by a Mortgage solely or primarily on the related Borrower’s leasehold
interest in the related Mortgaged Property, 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration
to the remaining term of the related Ground Lease or Space Lease, ten


 






    	-259-



    	 



    

 


years) prior to the end of the then-current term of the related
Ground Lease or Space Lease (plus any unilateral options to extend);


 


(iv)        
neither the applicable Master Servicer nor the applicable Special Servicer shall make or permit any modification, waiver
or amendment of any term of, or take any of the other acts referenced in this Section 3.20(a) with respect to, any
Mortgage Loan or Serviced Loan Combination that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect with to the Grantor Trust Pool (the applicable Master Servicer and the applicable Special Servicer
shall not be liable for decisions made under this subsection which were made in good faith and each of them may rely on Opinions
of Counsel in making such decisions);


 



(v)         
(A) in the event of a taking of any portion of any real property collateral securing an outstanding Serviced Mortgage Loan
by a state, political subdivision or authority thereof, whether by condemnation, similar legal proceeding or by agreement in anticipation
of such condemnation or other similar legal proceeding, the applicable Master Servicer or the applicable Special Servicer, as the
case may be, shall apply the Condemnation Proceeds (or other similar award) and the net proceeds from the receipt of any insurance
or tort settlement with respect to such real property to pay down the principal balance of the Serviced Mortgage Loan, unless immediately
after the release of such portion of the real property collateral, the applicable Master Servicer or the applicable Special Servicer,
as the case may be, reasonably believes that the Serviced Mortgage Loan would remain “principally secured by an interest
in real property” within the meaning of Section 1.860G-2(b)(7)(ii) or (iii) of the Treasury Regulations (taking into
account the value of the real property continuing to secure such Serviced Mortgage Loan after any restoration of such real property),
or as may be permitted by IRS Revenue Procedure 2010-30, 2010-36 I.R.B. 316 (the applicable Master Servicer and the applicable
Special Servicer may each rely on Opinions of Counsel in making such decisions, the costs of which shall be covered by, and reimbursable
as, Servicing Advances) and (B) in connection with (i) the release of any portion of a Mortgaged Property from the lien
of the related Mortgage (other than in connection with a defeasance) or (ii) the taking of any portion of a Mortgaged Property
by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents require the related Master Servicer
or Special Servicer, as applicable, to calculate (or approve the calculation by the related Borrower of) the loan-to-value ratio
of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining
Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation
of the value of collateral will be solely based on the real property included therein and exclude personal property and going concern
value, if any, unless otherwise permitted under the applicable REMIC rules as evidenced by an Opinion of Counsel provided to the
Trustee;


 



(vi)        
subject to applicable law, the related Mortgage Loan Documents and the Servicing Standard, neither the applicable Master
Servicer nor the applicable Special Servicer shall permit any modification, waiver or amendment of any term of any Performing Serviced
Mortgage Loan unless all related fees and expenses are paid by the Borrower;


 






    	-260-



    	 



    

 


(vii)       
the applicable Special Servicer shall not permit (or, in the case of a Performing Serviced Mortgage Loan, consent to the
applicable Master Servicer’s permitting) any Borrower to add or substitute any real estate collateral for its Serviced Mortgage
Loan (or Serviced Loan Combination, as applicable) unless the applicable Special Servicer shall have first (A) determined
in its reasonable judgment, based upon a Phase I Environmental Assessment (and any additional environmental testing that the applicable
Special Servicer deems necessary and prudent) conducted by an Independent Person who regularly conducts Phase I Environmental
Assessments, at the expense of the related Borrower, that such additional or substitute collateral is in compliance with applicable
environmental laws and regulations and that there are no circumstances or conditions present with respect to such new collateral
relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment,
clean-up or remediation would be required under any then applicable environmental laws or regulations and (B) received, at
the expense of the related Borrower to the extent permitted to be charged by the holder of the Serviced Mortgage Loan under the
related Mortgage Loan Documents, a Rating Agency Confirmation with respect to the addition or substitution of real estate collateral
(and, in the case of any Serviced Loan Combination an analogous rating agency confirmation from each Pari Passu Companion Loan
Rating Agency, if applicable pursuant to Section 3.27(k)); and


 



(viii)      
the applicable Special Servicer shall not release (or, in the case of a Performing Serviced Mortgage Loan, consent to the
applicable Master Servicer’s releasing), including, without limitation, in connection with a substitution contemplated by
clause (vii) above, any real property collateral securing an outstanding Serviced Mortgage Loan or Serviced Loan Combination,
except as provided in Section 3.09(d), except as specifically required under the related Mortgage Loan Documents, except
where a Mortgage Loan or Serviced Pari Passu Companion Loan (or, in the case of a Cross-Collateralized Group, where such entire
Cross-Collateralized Group) is satisfied, or except in the case of a release where (A) the Rating Agencies (and, in the case
of a Serviced Loan Combination, the Pari Passu Companion Loan Rating Agencies, if applicable) (subject to Section 3.27)
have been notified in writing, and (B) if the collateral to be released has an appraised value in excess of $3,000,000, such
release is the subject of a Rating Agency Confirmation (and, in the case of any Serviced Loan Combination, an analogous rating
agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k));


 


provided that the limitations, conditions
and restrictions set forth in clauses (i) through (viii) above shall not apply to any act or event (including,
without limitation, a release, substitution or addition of collateral) in respect of any Serviced Mortgage Loan or Serviced Pari
Passu Companion Loan that either occurs automatically, or results from the exercise of a unilateral option within the meaning of
Treasury Regulations Section 1.1001-3(c)(3) by the related Borrower, in any event under the terms of such Mortgage Loan in
effect on the Closing Date (or, in the case of a Replacement Mortgage Loan, on the related date of substitution) (provided
that in the case of any and all transactions involving a release of a lien on real property that secures a Serviced Mortgage Loan
or Serviced Loan Combination, such a lien release shall be permitted only if the related Serviced Mortgage Loan or Serviced Loan
Combination will continue to be “principally secured by real property” after the lien is released, or if it would not
be, the release


 






    	-261-



    	 



    

 


is permitted under IRS Revenue Procedure 2010-30, 2010-36 I.R.B. 316); and provided, further, that,
notwithstanding clauses (i) through (vii) above, neither the applicable Master Servicer nor the applicable Special
Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Borrower under
a Serviced Mortgage Loan or Serviced Loan Combination if, in its reasonable judgment, such opposition would not ultimately prevent
the confirmation of such plan or one substantially similar.


 


Upon receiving a request
for any matter described in this Section 3.20(a) that constitutes a Special Servicer Decision or a Material Action (without regard
to the proviso in the definition of “Special Servicer Decision” or “Material Action”, as applicable) with
respect to a Performing Serviced Mortgage Loan or a Performing Serviced Pari Passu Companion Loan that is a Non-WFB Mortgage Loan,
the applicable Master Servicer shall forward such request to the applicable Special Servicer and, unless the applicable Master
Servicer and the applicable Special Servicer mutually agree that the applicable Master Servicer shall process such request, the
applicable Special Servicer shall process such request and the applicable Master Servicer shall have no further obligation with
respect to such request or such Special Servicer Decision or Material Action.


 


(b)         
If any payment of interest on a Serviced Mortgage Loan is deferred pursuant to Section 3.20(a), then such payment
of interest shall not, for purposes of calculating monthly distributions and reporting information to Certificateholders, be added
to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit or that such interest may actually be capitalized; provided that this sentence shall not limit the
rights of the applicable Master Servicer or the applicable Special Servicer on behalf of the Trust to enforce any obligations of
the related Borrower under such Mortgage Loan.


 


(c)         
Each of the applicable Master Servicer and the applicable Special Servicer may, as a condition to its granting any request
by a Borrower under a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan for consent, modification, waiver or indulgence
or any other matter or thing, the granting of which is within the applicable Master Servicer’s or the applicable Special
Servicer’s, as the case may be, discretion pursuant to the terms of the related Mortgage Loan Documents and is permitted
by the terms of this Agreement, require that such Borrower pay to it a reasonable or customary fee for the additional services
performed in connection with such request, together with any related costs and expenses incurred by it; provided that (A) the
charging of such fees would not otherwise constitute a “significant modification” of the subject Mortgage Loan or Serviced
Pari Passu Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b); (B) the right of the applicable Special
Servicer shall be limited as set forth in the definition of “Modification Fees”; and (C) in connection with any
request by the Borrower for a modification, waiver or amendment of any provision of the Mortgage Loan Documents that is made to
correct any manifest, typographical or grammatical errors therein or to correct or supplement any inconsistent or defective provisions
therein, and such modification, waiver or amendment does not affect any economic term of the Mortgage Loan or is otherwise immaterial,
the applicable Master Servicer and the applicable Special Servicer shall be permitted to require that the Borrower pay any costs
and expenses incurred by it and a nominal processing fee for the services performed in connection with such request.


 






    	-262-



    	 



    

 


(d)         
All modifications, amendments, material waivers and other Material Actions entered into or taken in respect of the Serviced
Mortgage Loans or Serviced Pari Passu Companion Loan pursuant to this Section 3.20 (other than waivers of Default Charges),
and all material consents, shall be in writing. Each of the applicable Special Servicer and the applicable Master Servicer shall
notify the other such party, each Rating Agency (subject to Section 3.27), the Certificate Administrator, the Trustee,
the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period and other than
with respect to any Excluded Loan), the Majority Subordinate Certificateholder (during any Subordinate Control Period and any Collective
Consultation Period and other than with respect to any Excluded Loan) and, if the Mortgage Loan is included in any Serviced Loan
Combination, the related Serviced Pari Passu Companion Loan Holder(s), in writing, of any material modification, waiver, amendment
or other action entered into or taken thereby in respect of any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan pursuant
to this Section 3.20 (other than waivers of Default Charges for which the consent of the applicable Special Servicer
is required under Section 3.02) and the date thereof, and shall deliver to the Custodian for deposit in the related
Mortgage File (with a copy to the other such party and, if the Mortgage Loan is included in a Serviced Loan Combination, the related
Serviced Pari Passu Companion Loan Holder), an original counterpart of the agreement relating to such modification, waiver, amendment
or other action agreed to or taken by it, promptly (and in any event within ten (10) Business Days) following the execution thereof.
In addition, following the execution of any modification, waiver or amendment agreed to by the applicable Special Servicer or the
applicable Master Servicer, as appropriate, pursuant to Section 3.20(a) above, the applicable Special Servicer or the
applicable Master Servicer, as applicable, shall deliver to the other such party, the Certificate Administrator, the Trustee and
the Rating Agencies (subject to Section 3.27) and, if affected, any related Serviced Pari Passu Companion Loan Holder,
an Officer’s Certificate certifying that all of the requirements of Section 3.20(a) have been met and, in the
case of the applicable Special Servicer, setting forth in reasonable detail the basis of the determination made by it pursuant
to Section 3.20(a)(ii); provided that, if such modification, waiver or amendment involves an extension of the
maturity of any Serviced Mortgage Loan, such Officer’s Certificate shall be so delivered before the modification, waiver
or amendment is agreed to. Copies of any such notice and documents prepared or received by the applicable Special Servicer with
respect to any Serviced Mortgage Loan shall be furnished to the Trust Advisor (during any Collective Consultation Period, any Senior
Consultation Period and, in the case of any Excluded Loan, any Subordinate Control Period) in connection with any consultation
with respect to such Mortgage Loan that the Trust Advisor is then entitled to engage in under any other provision of this Agreement.


 


(e)         
With respect to any Performing Mortgage Loan that is an ARD Mortgage Loan after its Anticipated Repayment Date, the applicable
Master Servicer shall be permitted to waive (such waiver to be in writing addressed to the related Borrower, with a copy to the
Trustee and the Certificate Administrator) all or any portion of the accrued Post-ARD Additional Interest in respect of such ARD
Mortgage Loan if (i) the related Borrower has requested the right to prepay such ARD Mortgage Loan in full together with all
payments required by the related Mortgage Loan Documents in connection with such prepayment except for such accrued Post-ARD Additional
Interest, and (ii) the applicable Master Servicer has determined, in its reasonable judgment, that waiving such Post-ARD Additional
Interest is in accordance with the Servicing Standard. The applicable Master Servicer shall prepare all documents necessary and


 






    	-263-



    	 



    

 


appropriate to effect any such waiver and shall coordinate with the related Borrower for the execution and delivery of such documents.
The applicable Master Servicer shall not be required to seek the consent of, or provide prior notice to, the applicable Special
Servicer, any Certificateholder or obtain any Rating Agency Confirmation in connection with such a waiver.


 


(f)         
Notwithstanding anything in this Section 3.20 or in Section 3.08, Section 3.24 and/or
Section 3.26 to the contrary, the applicable Master Servicer shall not be required to seek the consent of, or provide
prior notice to, the applicable Special Servicer or any Certificateholder or Serviced Pari Passu Companion Loan Holder or obtain
any Rating Agency Confirmation (unless required by the Mortgage Loan Documents) in order to approve the following modifications,
waivers or amendments of the Performing Serviced Mortgage Loans:


 


(i)          
waivers of minor covenant defaults (other than financial covenants), including late financial statements;


 



(ii)         
releases of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (A) to which
the related Mortgage Loan Documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain
conditions (and the conditions to the release that are set forth in the related Mortgage Loan Documents do not include the approval
of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the release
set forth in the related Mortgage Loan Documents that do not include any other approval or exercise)) and such release is made
as required by the related Mortgage Loan Documents or (B) that are related to any condemnation action that is pending, or
threatened in writing, and would affect a non-material portion of the Mortgaged Property);


 



(iii)        
grants of easements or rights of way that do not materially affect the use or value of a Mortgaged Property or the Borrower’s
ability to make any payments with respect to the related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan;


 



(iv)       
granting other routine approvals, including the granting of subordination and nondisturbance and attornment agreements and
consents involving routine leasing activities that (1) do not involve a ground lease or lease of an outparcel and (2) affect
an area less than the lesser of (a) 30% of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000
square feet of the improvements at the Mortgaged Property (but, other than with respect to the Co-op Mortgage Loans, the applicable
Master Servicer shall (other than with respect to an Excluded Loan) deliver to the Subordinate Class Representative and the Majority
Subordinate Certificateholder copies of any such approvals granted by the applicable Master Servicer and any other leasing matters
shall be subject to the operation of Section 3.20(a) and Section 3.24(c));


 



(v)         
approvals of annual budgets to operate a residential cooperative Mortgaged Property;


 



(vi)        
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


 






    	-264-



    	 



    

 


definition of “Special Servicer Decision”, approvals of annual budgets to operate a Mortgaged
Property (other than a residential cooperative Mortgaged Property), other than a budget with (1) a material (more than 15%)
increase in operating expenses or (2) payments to entities actually known by the applicable Master Servicer to be affiliates
of the related Borrower (excluding payments to affiliated entities agreed to at the origination of the related Mortgage Loan or
previously agreed by the applicable Special Servicer);


 


(vii)        approving
a change of the property manager that does not otherwise constitute a Material Action pursuant to clause (x) of
the definition thereof at the request of the related Borrower (provided that the related Mortgaged Property is not a
hospitality property and either (A) the change occurs in connection with an assignment and assumption approved in
accordance with Section 3.08, (B) the successor property manager is not affiliated with the Borrower and is
a nationally or regionally recognized manager of similar properties and the related Serviced Mortgage Loan does not have a
Stated Principal Balance that is greater than or equal to $8,500,000 or 2% of the then-aggregate Stated Principal Balance of
the Mortgage Pool, whichever is less or (C) the related Mortgaged Property secures a Co-op Mortgage Loan);


 



(viii)      
(A) any releases or reductions of or withdrawals from (as applicable) any Letters of Credit, Reserve Funds or other Additional
Collateral with respect to any Mortgaged Property securing a Co-op Mortgage Loan or (B) any releases or reductions of or withdrawals
from (as applicable) any Letters of Credit, Reserve Funds or other Additional Collateral with respect to any Mortgaged Property
securing a Mortgage Loan other than a Co-op Mortgage Loan where the release or reduction of or withdrawal from (as applicable)
the applicable Letter of Credit, Reserve Funds or Additional Collateral is not considered a Special Servicer Decision (or, with
respect to any such release, reduction or withdrawal relating to a WFB Mortgage Loan, would not be considered a Special Servicer
Decision if such Mortgage Loan were assumed to be a Non-WFB Mortgage Loan) under clause (c) of the definition of “Special
Servicer Decision”,


 



(ix)        
with respect to NCB Co-op Mortgage Loans, the related Borrower incurring subordinate debt secured by the related Mortgaged
Property, subject to the satisfaction of the NCB Subordinate Debt Conditions with respect to such subordinate debt; or


 



(x)          
modifications to cure any ambiguity in, or to correct or supplement any provision of an Intercreditor Agreement to the extent
permitted therein without obtaining any Rating Agency Confirmation, except that (other than with respect to any Excluded Loan)
the Subordinate Class Representative’s consent shall be required for any such modification to an Intercreditor Agreement
during any Subordinate Control Period;


 


provided that such modification,
waiver, consent or amendment (A) would not constitute a “significant modification” of the subject Serviced Mortgage
Loan or Serviced Loan Combination pursuant to Treasury Regulations Section 1.860G-2(b), would not cause any Serviced Mortgage
Loan or Serviced Loan Combination to cease to be treated as “principally secured by real property” and would not otherwise
constitute an Adverse REMIC Event with respect to REMIC


 






    	-265-



    	 



    

 


I, REMIC II or REMIC III or constitute an Adverse Grantor Trust Event with
respect to the Grantor Trust Pool, and (B) would be consistent with the Servicing Standard.


 


(g)         
If and to the extent that the Trust, as holder of a Non-Trust-Serviced Pooled Mortgage Loan, is entitled to consent to or
approve any modification, waiver or amendment of such Non-Trust-Serviced Pooled Mortgage Loan, the applicable Master Servicer shall
be responsible for responding to any request for such consent or approval in accordance with the Servicing Standard, and subject
to Section 3.01(g), subject to the same conditions and/or restrictions, as if such Non-Trust-Serviced Pooled Mortgage
Loan was a Performing Serviced Mortgage Loan. Insofar as any other Person would have consent rights hereunder with respect to a
similar modification, waiver or amendment of a Mortgage Loan that is a Performing Serviced Mortgage Loan, such Person shall likewise
have the same consent rights, subject to the same conditions and/or restrictions, with respect to such modification, waiver or
amendment of such Non-Trust-Serviced Pooled Mortgage Loan.


 


(h)         
The applicable Master Servicer shall, as to each Serviced Mortgage Loan or Serviced Loan Combination that is secured by
an interest listed on the Mortgage Loan Schedule as a leasehold interest, (1) in accordance with the related Mortgage Loan Documents,
promptly (and, in any event, within forty-five (45) days) after the Closing Date (or, if later, ten (10) Business Days after its
receipt of a copy of the related Ground Lease or Space Lease) notify the related lessor of the transfer of such Mortgage Loan or
Serviced Loan Combination to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease or Space Lease should thereafter be forwarded to the applicable Master Servicer and (2) forward to the
applicable Special Servicer any notice of a default by a Borrower under any Ground Lease received by the applicable Master Servicer.
The applicable Special Servicer shall determine, in accordance with the Servicing Standard, whether to cure any default by a Borrower
under a Ground Lease, and shall notify the applicable Master Servicer of its determination.


 


(i)          
In connection with (i) the release of any portion of a Mortgaged Property from the lien of the related Serviced Mortgage
Loan or (ii) the taking of any portion of a Mortgaged Property securing a Serviced Mortgage Loan by exercise of the power
of eminent domain or condemnation, if the Mortgage Loan Documents require the applicable Master Servicer or the applicable Special
Servicer, as applicable, to calculate (or to approve the calculation of the related Borrower of) the loan-to-value ratio of the
remaining Mortgaged Property or the fair market value of the real property constituting the remaining Mortgaged Property, for purposes
of REMIC qualification of the related Serviced Mortgage Loan, then such calculation shall include only the value of the real property
constituting the remaining Mortgaged Property.


 


Section 3.21     
Transfer of Servicing Between Master Servicers and Special Servicers; Record Keeping. (a) Upon determining that
a Servicing Transfer Event has occurred with respect to any Serviced Mortgage Loan or Serviced Loan Combination, the applicable
Master Servicer shall promptly give notice thereof to the Subordinate Class Representative (other than with respect to any Excluded
Loan) and the Majority Subordinate Certificateholder (other than with respect to any Excluded Loan) (and to the related Serviced
Pari Passu Companion Loan Holder(s)), and if the applicable Master Servicer is not also the applicable Special Servicer,


 






    	-266-



    	 



    

 


the applicable
Master Servicer shall promptly give notice thereof to the applicable Special Servicer, the Trust Advisor and the Trustee, and shall
deliver the related Servicing File to the applicable Special Servicer and shall use its best reasonable efforts to provide the
applicable Special Servicer with all information, documents (or copies thereof) and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Serviced Mortgage Loan or Serviced Loan Combination and reasonably
requested by the applicable Special Servicer to enable the applicable Special Servicer to assume its functions hereunder with respect
thereto without acting through a Sub-Servicer. The information, documents and records to be delivered by the applicable Master
Servicer to the applicable Special Servicer pursuant to the prior sentence shall include, but not be limited to, financial statements,
appraisals, environmental/engineering reports, leases, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules),
Insurance Policies, UCC Financing Statements and tenant estoppels, to the extent they are in the possession of the applicable Master
Servicer (or any Sub-Servicer thereof). The applicable Master Servicer shall use its best reasonable efforts to comply with the
preceding two sentences within five (5) Business Days of the occurrence of each related Servicing Transfer Event.


 


Upon determining that
a Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan and if the applicable Master Servicer is not also the applicable
Special Servicer, the applicable Special Servicer shall immediately give notice thereof to the applicable Master Servicer, the
Trust Advisor, the Trustee, the Subordinate Class Representative (other than with respect to any Excluded Loan) and the Majority
Subordinate Certificateholder (other than with respect to any Excluded Loan) (and to the related Serviced Pari Passu Companion
Loan Holder(s)) and shall return the related Servicing File within five (5) Business Days to the applicable Master Servicer. Upon
giving such notice and returning such Servicing File to the applicable Master Servicer, the applicable Special Servicer’s
obligation to service such Serviced Mortgage Loan or Serviced Loan Combination and the applicable Special Servicer’s right
to receive the Special Servicing Fee with respect to such Serviced Mortgage Loan or Serviced Loan Combination, shall terminate,
and the obligations of the applicable Master Servicer to service and administer such Serviced Mortgage Loan or Serviced Loan Combination
shall resume.


 


Notwithstanding anything
herein to the contrary, in connection with the transfer to the applicable Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of servicing responsibilities by the applicable Master
Servicer with respect to any such Cross-Collateralized Mortgage Loan upon its becoming a Corrected Mortgage Loan, the applicable
Master Servicer and the applicable Special Servicer shall each transfer to the other, as and when applicable, the servicing of
all other Cross-Collateralized Mortgage Loans constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at any time that a continuing Servicing Transfer Event
exists with respect to another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized Group.


 


(b)        
In servicing any Specially Serviced Mortgage Loan, the applicable Special Servicer shall provide to the Custodian originals
of documents contemplated by the definition of “Mortgage File” and generated while the subject Serviced Mortgage Loan
is a Specially Serviced Mortgage Loan, for inclusion in the related Mortgage File (with a copy of each such original to the applicable
Master Servicer), and copies of any additional related Mortgage Loan information,


 






    	-267-



    	 



    

 


including correspondence with the related Borrower
generated while the subject Serviced Mortgage Loan is a Specially Serviced Mortgage Loan.


 


(c)         
The applicable Master Servicer and the applicable Special Servicer shall each furnish to the other, upon reasonable request,
such reports, documents, certifications and information in its possession, and access to such books and records maintained thereby,
as may relate to any Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) or Administered REO Property and as shall
be reasonably required by the requesting party in order to perform its duties hereunder.


 


(d)         
In connection with the performance of its obligations hereunder with respect to any Serviced Mortgage Loan, Serviced Loan
Combination or Administered REO Property, each of the applicable Master Servicer and the applicable Special Servicer shall be entitled
to rely upon written information provided to it by the other.


 


(e)         
Subject to the provisions of the following sentence, until such time as a Serviced Mortgage Loan becomes a Specially Serviced
Mortgage Loan or except in connection with a Material Action or Special Servicer Decision that is being processed by the Special
Servicer, neither the General Special Servicer nor any of its Affiliates shall contact the related Borrower or any key principal
of such Borrower about such Serviced Mortgage Loan without the prior consent of the applicable Master Servicer; provided
that the General Special Servicer or its Affiliates may conduct promotions which are directed generally to commercial mortgage
loan borrowers, originators and mortgage brokers, including, without limitation, mass mailings based upon commercially acquired
mailing lists or information generally available in the public domain, newspaper, radio, television or print advertisements, or
take actions in connection with servicing the refinancing needs of a Borrower who, without such direct or indirect solicitation
by the General Special Servicer, contacts the General Special Servicer with the purpose of refinancing such Serviced Mortgage Loan.
The General Special Servicer and its Affiliates shall not use any information obtained in its capacity as General Special Servicer
or, if applicable, as a Certificateholder, to solicit any Borrower or a key principal of such Borrower or any mortgage broker to
permit the General Special Servicer or any of its Affiliates to refinance a Serviced Mortgage Loan transferred to the Trust by
a Mortgage Loan Seller that is not affiliated with the General Special Servicer or such Certificateholder, including, without limitation,
(i) the name, address, phone number or other information regarding such Borrower or a key principal of such Borrower, or (ii) information
related to the related Serviced Mortgage Loan (or Serviced Loan Combination, as applicable) or Mortgaged Property including, without
limitation, the maturity date, the interest rate, the prepayment provisions, or any operating or other financial information; provided
that such limitation on the solicitation of refinancing shall not prevent the General Special Servicer from pursuing such refinancing
for (y) any Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan, or (z) any Serviced Mortgage Loan (or
Serviced Loan Combination, as applicable) that is within 180 days of its Stated Maturity Date (or if such Mortgage Loan is an ARD
Mortgage Loan, its Anticipated Repayment Date) if, after written inquiry by the General Special Servicer to the General Master
Servicer, the General Master Servicer indicates that the Borrower has not obtained a written commitment for refinancing.


 


Section 3.22     
Sub-Servicing Agreements. (a) Each Master Servicer and each Special Servicer may enter into Sub-Servicing Agreements
to provide for the performance by


 






    	-268-



    	 



    

 


third parties of any or all of its respective obligations hereunder, provided that (A) in
each case, the Sub-Servicing Agreement (as it may be amended or modified from time to time): (i) insofar as it affects the
Trust, is consistent with this Agreement in all material respects; (ii) expressly or effectively provides that if the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of a Servicer Termination Event), any successor to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, hereunder (including the Trustee if the Trustee has become such successor
pursuant to Section 7.02) may thereupon either assume all of the rights and, except to the extent they arose prior
to the date of assumption, obligations of the applicable Master Servicer or the applicable Special Servicer, as the case may be,
under such agreement or, other than in the case of any Designated Sub-Servicing Agreement, terminate such rights and obligations
without payment of any fee; (iii) prohibits the Sub-Servicer (other than a Designated Sub-Servicer) from modifying any Mortgage
Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the applicable
Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the applicable Master Servicer would be prohibited
from taking hereunder; (iv) if it is entered into by the applicable Master Servicer, does not purport to delegate or effectively
delegate to the related Sub-Servicer any of the rights or obligations of the applicable Special Servicer with respect to any Specially
Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the benefit of the Certificateholders (and, in the
case of a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the benefit of the related Serviced Pari Passu
Companion Loan Holder(s)), shall be a third party beneficiary under such agreement, but that (except to the extent the Trustee
or its designee assumes the obligations of the applicable Master Servicer or the applicable Special Servicer, as the case may be,
thereunder as contemplated by clause (A)(ii) above) none of the Trustee, any successor to the applicable Master Servicer
or the applicable Special Servicer, as the case may be, or any Certificateholder (or, in the case of a Sub-Servicing Agreement
related to a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)) shall have any duties under such
agreement or any liabilities arising therefrom except as explicitly permitted by Section 3.22(k) below or otherwise
herein; (vi) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect
to such purchased Mortgage Loan without cause and without payment of any termination fee; (vii) does not permit the subject
Sub-Servicer any rights of indemnification out of the Trust Fund except through the applicable Master Servicer or the applicable
Special Servicer, as the case may be, pursuant to Section 6.03; (viii) does not impose any liability or indemnification
obligation whatsoever on the Trustee or the Certificateholders with respect to anything contained therein; (ix) provides that,
following receipt of the applicable Mortgage Loan Purchase Agreement, the applicable Master Servicer or the applicable Special
Servicer, as applicable, shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and
that such Sub-Servicer shall notify the applicable Master Servicer or the applicable Special Servicer, as applicable, in writing
within five (5) Business Days after such Sub-Servicer discovers (without implying that the Sub-Servicer has a duty to make or attempt
to make such discovery) a Document Defect or discovers (without implying that the Sub-Servicer has a duty to make or attempt to
make such discovery) or receives notice of a Breach or receives a Repurchase Communication of a Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, in each case with respect to a Mortgage Loan being sub-serviced
by such Sub-Servicer; and (x) if the subject


 






    	-269-



    	 



    

 


Sub-Servicer is a Servicing Function Participant or an Additional Servicer, provides
that (y) the failure of such Sub-Servicer to comply with any of the requirements under Article XI of this Agreement
applicable to such Sub-Servicer, including the failure to deliver any reports, certificates or disclosure information under the
Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report, certification or information
is required under Article XI and (z) the failure of such Sub-Servicer to comply with any requirements to deliver
any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other
series of certificates for which the Depositor or an Affiliate is the depositor shall constitute an event of default or servicer
termination event on the part of such Sub-Servicer upon the occurrence of which the applicable Master Servicer or the applicable
Special Servicer, as the case may be, and the Depositor shall be entitled to immediately terminate the related Sub-Servicer, which
termination shall be deemed for cause; and (B) at the time the Sub-Servicing Agreement is entered into, the subject Sub-Servicer
(other than a Designated Sub-Servicer in connection with a Sub-Servicing Agreement executed as of the Closing Date) is not a Prohibited
Party unless (in the case of this clause (B)) the appointment of such Person as a Sub-Servicer has been expressly approved
by the Depositor acting in its reasonable discretion.


 


(b)         
References in this Agreement to actions taken or to be taken by the applicable Master Servicer or the applicable Special
Servicer include actions taken or to be taken by a Sub-Servicer on behalf of such applicable Master Servicer or such applicable
Special Servicer. For purposes of this Agreement, the applicable Master Servicer and the applicable Special Servicer shall each
be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.


 


(c)         
The applicable Master Servicer and the applicable Special Servicer shall each deliver to the Custodian copies of all Sub-Servicing
Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of
such documents.


 


(d)         
Each Sub-Servicer actually performing servicing functions shall be authorized to transact business in the state or states
in which the Mortgaged Properties for the Mortgage Loans it is to service are situated, if and to the extent required by applicable
law, except where the failure to so comply would not adversely affect the Sub-Servicer’s ability to perform its obligations
in accordance with the terms of the related Sub-Servicing Agreement.


 


(e)         
Each of the applicable Master Servicer and the applicable Special Servicer, for the benefit of the Trustee and the Certificateholders
(and, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, for the benefit of the related Serviced
Pari Passu Companion Loan Holder(s)), shall (at no expense to any other party hereto or to the Certificateholders or the Trust)
monitor the performance and enforce the obligations of their respective Sub-Servicers under the related Sub-Servicing Agreements.
Such enforcement, including the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as
the applicable Master Servicer or the applicable Special Servicer, as applicable, in its reasonable judgment, would require were
it the owner of the subject Mortgage Loans. Subject to the terms of the related Sub-Servicing


 






    	-270-



    	 



    

 


Agreement, including any provisions
thereof limiting the ability of the applicable Master Servicer or the applicable Special Servicer, as applicable, to terminate
a Sub-Servicer, each of the applicable Master Servicer and the applicable Special Servicer shall have the right to remove a Sub-Servicer
retained by it at any time it considers such removal to be in the best interests of Certificateholders (and/or, in the case of
a Sub-Servicer for a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)), as applicable.


 


(f)          
If the Trustee or its designee assumes the rights and obligations of the applicable Master Servicer or the applicable Special
Servicer under any Sub-Servicing Agreement, the applicable Master Servicer or the applicable Special Servicer, as the case may
be, at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to such
Sub-Servicing Agreement, and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held
on behalf of it thereunder, and otherwise use efforts consistent with the Servicing Standard to effect the orderly and efficient
transfer of the Sub-Servicing Agreement to the assuming party.


 


(g)         
Notwithstanding any Sub-Servicing Agreement entered into by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, the applicable Master Servicer and the applicable Special Servicer shall each remain obligated and liable to
the Trustee and the Certificateholders (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion
Loan Holder(s)) for the performance of their respective obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans and/or REO Properties for which it is responsible. The applicable Master Servicer and the applicable Special Servicer shall
each pay the fees of any Sub-Servicer retained by it in accordance with the respective Sub-Servicing Agreement and, in any event,
from its own funds (or from funds otherwise then payable to it hereunder).


 


(h)         
Notwithstanding anything to the contrary set forth herein, any account established and maintained by a Sub-Servicer pursuant
to a Sub-Servicing Agreement with the applicable Master Servicer shall for all purposes under this Agreement be deemed to be an
account established and maintained by the applicable Master Servicer.


 


(i)          
Notwithstanding any contrary provisions of the foregoing subsections of this Section 3.22, the appointment by
the applicable Master Servicer or the applicable Special Servicer of one or more third-party contractors for the purpose of performing
discrete, ministerial functions shall not constitute the appointment of Sub-Servicers and shall not be subject to the provisions
of this Section 3.22; provided that (a) the applicable Master Servicer or the applicable Special Servicer, as
the case may be, shall remain responsible for the actions of such third-party contractors as if it were alone performing such functions
and shall pay all fees and expenses of such third-party contractors; (b) such appointment imposes no additional duty on any
other party to this Agreement, any successor hereunder to the applicable Master Servicer or the applicable Special Servicer, as
the case may be, or on the Trust; and (c) the subject contractor (if it would be a Servicing Function Participant) is not
a Prohibited Party at the time of such appointment unless (in the case of this clause (c)) the appointment of such
contractor has been expressly approved by the Depositor acting in its reasonable discretion. The proviso to the preceding sentence
shall not be construed to limit the right of the applicable Master Servicer or the


 






    	-271-



    	 



    

 


applicable Special Servicer to be reimbursed
for any cost or expense for which it is otherwise entitled to reimbursement under this Agreement.


 


(j)          
The applicable Special Servicer shall not enter into any Sub-Servicing Agreement unless (other than with respect to any
Excluded Loan) the Subordinate Class Representative has consented thereto (during any Subordinate Control Period) or such Sub-Servicing
Agreement is required to be entered into in connection with a Serviced Loan Combination pursuant to the exercise by a related Serviced
Pari Passu Companion Loan Holder of its rights under Section 7.01(b) of this Agreement, and the execution and delivery
of such Sub-Servicing Agreement is the subject of a Rating Agency Confirmation.


 


(k)         
Notwithstanding any other provision set forth in this Agreement to the contrary, immediately upon the effectiveness of any
resignation or termination of the applicable Master Servicer under this Agreement or any other transaction in which a Person becomes
the applicable Master Servicer hereunder, the successor Master Servicer (including, without limitation, the Trustee if it assumes
the servicing obligations of the applicable Master Servicer) shall be deemed to automatically have assumed and agreed to the terms
and provisions of each Designated Sub-Servicing Agreement without any further action. No Designated Sub-Servicing Agreement shall
be deemed to be inconsistent with the terms of this Agreement solely as a result of its recognition of the provisions, or its inclusion
of provisions to the effect, set forth in the preceding sentence. If a task, right or obligation of the applicable Master Servicer
is delegated to a Designated Sub-Servicer under a Designated Sub-Servicing Agreement, and such task, right or obligation involves
or requires the consent of the applicable Special Servicer, then the applicable Special Servicer shall accept the performance of
such task, right or obligation by the Designated Sub-Servicer only in accordance with the terms of this Agreement (including without
limitation any time periods for consent or deemed consent to be observed by the applicable Special Servicer) as if the applicable
Master Servicer were performing it. Notwithstanding any provision of this Agreement, each of the parties hereto acknowledges and
agrees that the applicable Special Servicer is neither a party to any Designated Sub-Servicing Agreement, nor is it bound by any
provision of any Designated Sub-Servicing Agreement. The applicable Special Servicer hereby acknowledges the delegation of rights
and duties hereunder by the applicable Master Servicer pursuant to the provisions of each Designated Sub-Servicing Agreement. Nothing
in this Section 3.22(k) shall affect the applicable Master Servicer’s obligations under this Section 3.22
to monitor the performance and enforce the obligations of a Designated Sub-Servicer under the related Designated Sub-Servicing
Agreement, imposes any additional liability on the applicable Special Servicer for the actions or inactions of a Designated Sub-Servicer
or imposes on the applicable Special Servicer any obligation to monitor the performance and enforce the obligations of the Designated
Sub-Servicer under the related Designated Sub-Servicing Agreement. Each Designated Sub-Servicer shall be a third party beneficiary
of this subsection (k). In no event shall this subsection (k) be construed to impose liability on the Trust
Fund or the applicable Special Servicer for the failure of the applicable Master Servicer, or any successor Master Servicer, to
perform its duties under any Designated Sub-Servicing Agreement.


 


Section 3.23     
Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right,
subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate
Class Representative”) having the rights and powers specified in this Agreement (including those specified in
Section 3.24) ̧ and/or


 






    	-272-



    	 



    

 


remove or replace any existing Subordinate Class Representative, by delivering notice to
the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement
of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Rialto CMBS VI,
LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder
shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below.
If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this
Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate
Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder
shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the
Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and
to exercise any of the rights of the Majority Subordinate Certificateholder.


 


(b)         
No appointment of any Person as a Subordinate Class Representative shall be effective until such Person provides the Certificate
Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement
to keep confidential information confidential in accordance with the provisions set forth in Exhibit K-4, (iii) an
address and facsimile number for the delivery of notices and other correspondence and (iv) a list of officers or employees
of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers).


 


(c)         
Within five (5) Business Days of the Certificate Administrator’s receipt of notice of any appointment or replacement
of a Subordinate Class Representative (other than the initial Subordinate Class Representative), the Certificate Administrator
shall deliver to each of the Trustee, the Master Servicers, the Special Servicers and the Trust Advisor notice of the identity
of such Subordinate Class Representative, including the name and address furnished to the Certificate Administrator under subsection (a)
above. The Certificate Administrator shall also deliver such information to each Master Servicer or each Special Servicer promptly
upon request therefor by such Master Servicer or such Special Servicer, as the case may be. With respect to such information, the
Certificate Administrator shall be entitled to conclusively rely on information provided to it under subsection (a)
above, and the Master Servicers and the Special Servicers shall all be entitled to rely on such information provided by the Certificate
Administrator with respect to any obligation or right hereunder that the Master Servicers or the Special Servicers, as the case
may be, may have to deliver information or otherwise communicate with the Subordinate Class Representative. In addition to the
foregoing, within two (2) Business Days of its receipt of notice of the resignation or removal of a Subordinate Class Representative,
the Certificate Administrator shall notify the other parties to this Agreement of such event.


 


(d)         
A Subordinate Class Representative may at any time resign as such by giving written notice to the Majority Subordinate Certificateholder,
which shall thereupon give written notice to the Certificate Administrator, the Trustee, the Special Servicers and the Master Servicers.
The effectiveness of such resignation shall not be conditioned upon or subject to the prior appointment or approval of a successor
to the resigning Subordinate Class Representative. In no event shall the failure of the Subordinate Class Representative or the
Majority Subordinate


 






    	-273-



    	 



    

 


Certificateholder to provide such notice prejudice or call into question the effectiveness of such resignation.
The preceding statement shall not be construed to limit the effect of subsection (e) below.


 


(e)         
Once a Subordinate Class Representative has been selected pursuant to this Section 3.23, each of the parties
to this Agreement shall be entitled to rely on such selection unless the Majority Subordinate Certificateholder or such Subordinate
Class Representative, as applicable, shall have notified the Certificate Administrator and each other party to this Agreement,
in writing, of the resignation or removal of such Subordinate Class Representative.


 


(f)          
Any and all expenses of the Subordinate Class Representative shall be borne by the Holders (or, if applicable, the Certificate
Owners) of Certificates of the Subordinate Class, pro rata according to their respective Percentage Interests in such Class,
and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Subordinate Class Representative by a Borrower
with respect to this Agreement or any particular Mortgage Loan, the Subordinate Class Representative shall immediately notify the
Certificate Administrator, the Trustee, the Master Servicers and the Special Servicers, whereupon (if a Special Servicer, a Master
Servicer, the Certificate Administrator, the Trustee or the Trust are also named parties to the same action and, in the sole judgment
of the NCB Special Servicer, if such claim arises out of or relates solely to an NCB Co-op Mortgage Loan, or the General Special
Servicer, in the case of all other claims, (i) the Subordinate Class Representative had acted in good faith, without negligence
or willful misfeasance, with regard to the particular matter at issue, and (ii) there is no potential for either Special Servicer,
either Master Servicer, the Certificate Administrator, the Trustee or the Trust to be an adverse party in such action as regards
the Subordinate Class Representative) the NCB Special Servicer, if such claim arises out of or relates solely to an NCB Co-op Mortgage
Loan, or the General Special Servicer, in the case of all other claims, on behalf of the Trust shall, subject to Section 6.03
and the consent of the Subordinate Class Representative, assume, at the expense of the Trust Fund, the defense of any such claim
against the Subordinate Class Representative; provided that no judgment against the Subordinate Class Representative shall
be payable out of the Trust Fund. This provision shall survive the termination of this Agreement and the termination or resignation
of any Subordinate Class Representative.


 


(g)        
The Subordinate Class Representative may receive amounts payable to the applicable Special Servicer as special servicing
compensation (other than with respect to any Excluded Loan) as described in and to the extent as such Special Servicer and the
Subordinate Class Representative may agree; provided, however, that the applicable Special Servicer shall have no
liability for sharing any special servicing compensation relating to an Excluded Loan if such Special Servicer has not received
written notice as provided in the definition of “Excluded Loan” and in Section 8.12(f).


 


(h)         
In addition, upon request of a Master Servicer, a Special Servicer or Trust Advisor, as applicable, the Certificate Administrator
shall reasonably promptly provide the name of the then-current Majority Subordinate Certificateholder and, if requested, a list
of the Certificateholders (or a securities position listing from the Depository) of the Majority Subordinate Certificateholder
to such requesting party (at the expense of the Trust Fund).


 






    	-274-



    	 



    

 


(i)          
Notwithstanding anything to the contrary contained herein, during such time as the Class F Certificates are the Subordinate
Class, the Majority Subordinate Certificateholder may waive its rights to appoint a Subordinate Class Representative and to exercise
any of the rights of the Majority Subordinate Certificateholder or to cause the exercise of the rights of the Subordinate Class
Representative as set forth in this Agreement by irrevocable written notice delivered to the Depositor, Certificate Administrator,
Trustee, each Master Servicer, each Special Servicer and the Trust Advisor (any such Holder or group of affiliated Holders that
makes such an election, the “Opting-Out Party”). Any such waiver shall
remain effective with respect to such Holder and such Class until such time as the Opting-Out Party has sold or transferred, in
the aggregate, a majority of the Class F Certificates to an unaffiliated third party or third parties (such sale or transfer,
a “Class F Transfer”). Following any such Transfer the successor
Majority Subordinate Certificateholder shall again have the rights of the Majority Subordinate Certificateholder as set forth herein
(including the rights to appoint a Subordinate Class Representative or cause the exercise of the rights of the Subordinate Class
Representative) without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. The successor Majority
Subordinate Certificateholder shall also have the right as provided in this Section 3.23(i) to irrevocably waive its
rights to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder
or to cause the exercise of the rights of the Subordinate Class Representative as set forth in this Agreement. No successor Majority
Subordinate Certificateholder described above shall have any consent rights with respect to any Mortgage Loan that became a Specially
Serviced Mortgage Loan prior to the Transfer and had not also become a Corrected Mortgage Loan prior to such Transfer until such
time as such Mortgage Loan becomes a Corrected Mortgage Loan.


 


(j)          
In connection with its duties or exercise of its rights under this Agreement, if the Subordinate Class Representative is
an Excluded Holder, the Subordinate Class Representative (i) shall not directly or indirectly provide any information related to
the Excluded Loan to the related Borrower or (A) any of the Subordinate Class Representative’s employees or personnel or
any Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to
its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) shall
maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above. None of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Trust Advisor or the Trustee shall be liable for its dissemination of information in accordance with this Agreement or for
the dissemination of information by others in violation of the terms of this Agreement. The applicable Master Servicer, applicable
Special Servicer, Certificate Administrator, Trust Advisor and Trustee may rely on an investor certification in the form of Exhibit
K-1B hereto from the Subordinate Class Representative or a Subordinate Class Certificateholder to the effect that such Person
is not an Excluded Controlling Class Holder or in the form of Exhibit K-2B or Exhibit K-3A hereto from the Subordinate
Class Representative or a Subordinate Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder
with respect to one or more Excluded Controlling Class Loans.


 


(k)        
Notwithstanding anything herein to the contrary, each Master Servicer, each Special Servicer, the Certificate Administrator,
the Trustee and the Trust Advisor shall be


 






    	-275-



    	 



    

 


entitled to conclusively assume that the Subordinate Class Representative and all Subordinate
Class Certificateholders are not Excluded Controlling Class Holders except to the extent that such Master Servicer, Special Servicer,
Certificate Administrator, Trustee or Trust Advisor, as applicable, has received notice from the Subordinate Class Representative
or a Subordinate Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicers,
the Special Servicers, the Certificate Administrator, the Trustee or the Trust Advisor shall be liable for any communication to
the Subordinate Class Representative or a Subordinate Class Certificateholder or disclosure of information relating to an Excluded
Controlling Class Loan if such Master Servicer, Special Servicer, Certificate Administrator, Trustee or Trust Advisor, as applicable,
has not received prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan (including, in the case
of any Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website
and/or any failure to label any such information provided to the Certificate Administrator). Each Master Servicer, each Special
Servicer, the Certificate Administrator, the Trustee and the Trust Advisor shall be entitled to conclusively rely on any written
notice from the Subordinate Class Representative or a Subordinate Class Certificateholder that it is no longer an Excluded Controlling
Class Holder.


 


(l)         
If the Majority Subordinate Certificateholder or Subordinate Class Representative is an Excluded Holder, then the Special
Servicers shall have no obligation to obtain the consent of, or consult with, such Majority Subordinate Certificateholder or such
Subordinate Class Representative at any time with respect to such Excluded Loan.


 


Section 3.24     
Asset Status Reports and Certain Rights and Powers of the Subordinate Class Representative. (a) No later than
forty-five (45) days after a Servicing Transfer Event for a Specially Serviced Mortgage Loan, the applicable Special Servicer shall
deliver in electronic format a report (the “Asset Status Report”) with
respect to such Specially Serviced Mortgage Loan and the related Mortgaged Property to the applicable Master Servicer, the Trustee,
the Certificate Administrator, the related Serviced Pari Passu Companion Loan Holder (if any) (only to the extent such Serviced
Pari Passu Companion Loan Holder is expressly entitled to receive such Asset Status Report under the related Intercreditor Agreement
and the subject of the Asset Status Report does not involve a sale or proposed sale of the Mortgage Loan), the Subordinate Class
Representative (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information), the
Majority Subordinate Certificateholder (during any Subordinate Control Period or Collective Consultation Period and other than
with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information), the Trust Advisor (during any
Collective Consultation Period, any Senior Consultation Period and, in the case of any Excluded Loan, any Subordinate Control Period)
and the Rule 17g-5 Information Provider (who shall promptly post such report on the Rule 17g-5 Information Provider’s Website
in accordance with Section 8.12(c)). Such Asset Status Report shall set forth the following information to the extent
reasonably determinable:


 


(i)          
a summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Borrower;


 



(ii)         
a discussion of the general legal and environmental considerations reasonably known to the applicable Special Servicer (including
without limitation by


 






    	-276-



    	 



    

 


reason of any Phase I Environmental Assessment and any additional environmental testing contemplated by Section 3.09(c)),
consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement
of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel
has been retained;


 



(iii)        
the most current rent roll (or, with respect to a Co-op Mortgage Loan, maintenance schedule) and income or operating statement
available for the related Mortgaged Property or Mortgaged Properties;


 



(iv)        
a summary of the applicable Special Servicer’s recommended action with respect to such Specially Serviced Mortgage
Loan;


 



(v)         
the Appraised Value of the related Mortgaged Property or Mortgaged Properties, together with the assumptions used in the
calculation thereof (which the applicable Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal);
and


 



(vi)        
such other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


During a Subordinate
Control Period (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information), if
the Subordinate Class Representative does not disapprove an Asset Status Report within ten (10) Business Days (or, with respect
to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor Agreement) of receipt,
the applicable Special Servicer shall implement the recommended action as outlined in the Asset Status Report. In addition, during
a Subordinate Control Period (other than with respect to any Excluded Loan, as to which such Asset Status Report is Excluded Information),
the Subordinate Class Representative may object to any Asset Status Report within ten (10) Business Days of receipt (or, with respect
to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor Agreement); provided
that the applicable Special Servicer shall implement the recommended action as outlined in the Asset Status Report if it makes
a determination in accordance with the Servicing Standard that the objection is not in the best interest of all the Certificateholders
and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder (as a collective whole,
as if they together constituted a single lender). If, during a Subordinate Control Period, the Subordinate Class Representative
disapproves the Asset Status Report (other than with respect to any Excluded Loan) and the applicable Special Servicer has not
made the affirmative determination described above, the applicable Special Servicer shall revise the Asset Status Report and deliver
a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after the disapproval, to the applicable
Master Servicer, the Trustee, the Certificate Administrator, the Majority Subordinate Certificateholder (other than with respect
to any Excluded Loan, as to which such Asset Status Report is Excluded Information), the related Serviced Pari Passu Companion
Loan Holder (if any) (only to the extent such Serviced Pari Passu Companion Loan Holder is expressly entitled to receive such Asset
Status Report under the related Intercreditor Agreement and the subject of the Asset Status Report does not involve a sale or proposed
sale of the Mortgage


 






    	-277-



    	 



    

 


Loan) and the Rule 17g-5 Information Provider (who shall promptly post such revised Asset Status Report on
the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)). During a Subordinate Control
Period, the applicable Special Servicer shall revise the Asset Status Report (other than with respect to any Excluded Loan, as
to which such Asset Status Report is Excluded Information) until the Subordinate Class Representative fails to disapprove the revised
Asset Status Report as described above, until the Subordinate Class Representative’s approval is no longer required or until
the applicable Special Servicer makes a determination that the objection is not in the best interests of all the Certificateholders
and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder (as a collective whole,
as if they together constituted a single lender). If, during a Subordinate Control Period, the Subordinate Class Representative
and the applicable Special Servicer have not agreed upon an Asset Status Report (other than with respect to any Excluded Loan,
as to which such Asset Status Report is Excluded Information) within ninety (90) days following the Subordinate Class Representative’s
receipt of the initial Asset Status Report, the Special Servicer shall implement the actions described in the most recent Asset
Status Report submitted by such Special Servicer. Notwithstanding the foregoing, if the applicable Special Servicer determines
that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders, or if
a failure to take any such action at such time would be inconsistent with the Servicing Standard, the applicable Special Servicer
may take actions with respect to the related Mortgaged Property before the expiration of the ten (10) Business Day period (or,
with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related Intercreditor Agreement)
referenced above and if the applicable Special Servicer reasonably determines in accordance with the Servicing Standard that failure
to take such actions before the expiration of such period would materially and adversely affect the interest of the Certificateholders
and, except in case of any Excluded Loan, the applicable Special Servicer has made commercially reasonable efforts, during a Subordinate
Control Period, to contact the Subordinate Class Representative. The foregoing shall not relieve the applicable Special Servicer
of its duties to comply with the Servicing Standard. Any Asset Status Report delivered with respect to an Excluded Loan shall be
sent via email (or such other electronic means mutually acceptable to the parties) in one or more separate files labeled by the
applicable Special Servicer with “Excluded Loan” followed by the applicable loan number and loan name, via e-mail to
cmbsexcludedinformation@wellsfargo.com, as provided in Section 3.29(a).


 


The applicable Special
Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided
such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.24(a).


 


In addition, the applicable
Special Servicer shall deliver a summary (as approved by the Subordinate Class Representative if a Subordinate Control Period is
in effect, and other than with respect to any Excluded Loan) of each Final Asset Status Report to the Certificate Administrator,
the Majority Subordinate Certificateholder and the Trust Advisor (and, with respect to the Trust Advisor, shall also deliver each
Final Asset Status Report). Upon receipt of such summary, the Certificate Administrator shall post such summary on its website
in accordance with Section 8.12(b). The applicable Special Servicer shall deliver any summary of a Final Asset Status
Report with respect to an Excluded Loan via e-mail (or such other electronic means mutually acceptable by the parties) containing
one or more separate files labeled


 






    	-278-



    	 



    

 


“Excluded Loan” followed by the applicable loan number and loan name, via e-mail
to cmbsexcludedinformation@wellsfargo.com, as provided in Section 3.29.


 


A “Final
Asset Status Report”, with respect to any Specially Serviced Mortgage Loan, means each related Asset Status Report,
together with such other data or supporting information provided by the applicable Special Servicer to the Subordinate Class Representative
(other than with respect to any Excluded Loan), in each case prepared in connection with the workout or liquidation of such Specially
Serviced Mortgage Loan and which, in any event, will not include any Privileged Information; provided that no Asset Status
Report shall be considered to be a Final Asset Status Report unless, during a Subordinate Control Period, the Subordinate Class
Representative (other than with respect to any Excluded Loan) has either finally approved of and consented to the actions proposed
to be taken in connection therewith, or has exhausted all of its rights of approval or consent, or has been deemed to approve or
consent to such action.


 


Each of the Subordinate
Class Representative (during any Collective Consultation Period and other than with respect to any Excluded Loan) and the Trust
Advisor (during any Collective Consultation Period, any Senior Consultation Period and, in the case of any Excluded Loan, any Subordinate
Control Period) will be entitled to consult on a non-binding basis with the applicable Special Servicer and propose possible alternative
courses of action and provide other feedback in respect of any Asset Status Report, and the applicable Special Servicer shall consider
such alternative courses of action and any other feedback provided by the Subordinate Class Representative (other than with respect
to any Excluded Loan) and/or the Trust Advisor, as applicable. The applicable Special Servicer may revise any Asset Status Report
as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations
of the Subordinate Class Representative and/or the Trust Advisor. Consultation with the Trust Advisor shall occur in the manner
provided in Sections 3.28(f) and 3.28(h).


 


During any Senior Consultation
Period, the Trust Advisor will be entitled to consult on a non-binding basis with the applicable Special Servicer and propose possible
alternative courses of action and provide other feedback in respect of any Asset Status Report, and the applicable Special Servicer
shall consider such alternative courses of action and any other feedback provided by the Trust Advisor. The applicable Special
Servicer may revise the Asset Status Reports as it deems reasonably necessary in accordance with the Servicing Standard to take
into account any input and/or recommendations of the Trust Advisor. The interaction with the Trust Advisor shall occur in the manner
provided in Sections 3.28(f) and 3.28(h).


 


(b)         
Upon receiving notice of the occurrence of the events described in clause (c) of the definition of Specially
Serviced Mortgage Loan (without regard to the sixty (60) day or one hundred twenty (120) day period, respectively, set forth therein),
the applicable Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide
the applicable Special Servicer with all information relating to the Serviced Mortgage Loan and reasonably requested by the applicable
Special Servicer. The applicable Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each such event.


 






    	-279-



    	 



    

 


(c)         
During any Subordinate Control Period, (i) the Subordinate Class Representative will be entitled to approve or disapprove
Asset Status Reports (other than any Asset Status Report related to any Excluded Loan) and (ii) other than with respect to
any Excluded Loan, the applicable Special Servicer generally will not be permitted to take or consent to the applicable Master
Servicer’s taking any Material Action not otherwise covered by an approved Asset Status Report, unless and until the applicable
Special Servicer has notified the Subordinate Class Representative and the Subordinate Class Representative has consented (or failed
to object) thereto in writing within ten (10) Business Days (or, in connection with a leasing matter, five (5) Business Days, or
in connection with an Acceptable Insurance Default, thirty (30) days) of having been notified thereof in writing and provided with
all reasonably requested information by it. However, the applicable Special Servicer may take any Material Action (or consent to
the applicable Master Servicer’s taking a Material Action) without waiting for the response of the Subordinate Class Representative
if the applicable Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders
and, if affected thereby, the related Serviced Pari Passu Companion Loan Holder(s), as a collective whole. Furthermore, during
a Subordinate Control Period, the Subordinate Class Representative may, in general, direct the applicable Special Servicer (other
than with respect to any Excluded Loan) to take, or to refrain from taking, any actions as that representative may deem advisable
with respect to the servicing and administration of Specially Serviced Mortgage Loans and REO Properties or as to which provision
is otherwise made in this Agreement. During a Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate
Class Representative on its behalf shall have the right to remove the existing applicable Special Servicer, with or without cause,
and appoint a successor to the applicable Special Servicer, all as provided in Section 6.05(a) (in each case, other
than with respect to any Excluded Loan).


 


During any Collective
Consultation Period, the Subordinate Class Representative shall have consultation rights (in addition to those of the Trust Advisor)
with respect to Material Actions not otherwise covered by an Asset Status Report (other than with respect to any Excluded Loan)
as to which the Subordinate Class Representative has been consulted. During any Collective Consultation Period or Senior Consultation
Period, the Majority Subordinate Certificateholder and the Subordinate Class Representative shall have no right to remove the existing
applicable Special Servicer.


 


During any Collective
Consultation Period, any Senior Consultation Period or, only with respect to any Excluded Loan, any Subordinate Control Period,
the applicable Special Servicer shall consult on a non-binding basis with the Trust Advisor with respect to Material Actions (regardless
of whether such Material Action is covered by an Asset Status Report); provided that the applicable Special Servicer shall
not consult with the Trust Advisor with respect to Material Actions related to collateral substitutions, assignments, insurance
policies, Borrower substitutions, lease modifications and amendments and other similar actions that the applicable Special Servicer
may perform under this Agreement, to the extent such actions do not relate to the workout, restructuring, resolution, sale or liquidation
of a Specially Serviced Mortgage Loan or REO Property.


 


For the purposes of this
Agreement, “Material Action” means, for any Serviced Mortgage Loan
and any related Serviced Pari Passu Companion Loan, any of the following actions:


 






    	-280-



    	 



    

 


(i)          
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property)
of the ownership of the property or properties securing any Specially Serviced Mortgage Loan that comes into and continues in
default;


 



(ii)         
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Serviced
Mortgage Loan or Serviced Loan Combination or any extension of the maturity date of a Serviced Mortgage Loan or Serviced Loan Combination;


 



(iii)        
following a default or an event of default with respect to a Serviced Mortgage Loan or Serviced Loan Combination, any exercise
of remedies, including the acceleration of the Serviced Mortgage Loan or Serviced Loan Combination or initiation of any proceedings,
judicial or otherwise, under the related Mortgage Loan Documents;


 



(iv)        
any sale of a Defaulted Mortgage Loan or REO Property for less than the applicable Purchase Price;


 



(v)        
any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or
to otherwise address any Hazardous Materials located at a Mortgaged Property or an REO Property;


 



(vi)        
any release of material collateral or any acceptance of substitute or additional collateral for a Serviced Mortgage Loan
or Serviced Loan Combination or any consent to either of the foregoing, other than if required pursuant to the specific terms of
the related Mortgage Loan Documents and for which there is no lender discretion;


 


(vii)       
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage
Loan or Serviced Loan Combination or any consent to such a waiver or consent to a transfer of a Mortgaged Property or interests
in the Borrower (other than any waiver of a “due-on-encumbrance” clause pertaining to an NCB Co-op Mortgage Loan with
respect to subordinate financing as to which the NCB Subordinate Debt Conditions have been satisfied);


 


(viii)      
any incurrence of additional debt by a Borrower or any mezzanine financing by any beneficial owner of a Borrower (to the
extent that the lender has consent rights pursuant to the related Mortgage Loan Documents (for purposes of the determination whether
a lender has such consent rights pursuant to the related Mortgage Loan Documents, any Mortgage Loan Document provision that requires
that an intercreditor agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights)), other
than, with respect to an NCB Co-op Mortgage Loan, subordinate debt as to which the NCB Subordinate Debt Conditions have been satisfied;


 



(ix)        
any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with
any mezzanine lender or subordinate debt holder related to a Serviced Mortgage Loan or Serviced Loan


 






    	-281-



    	 



    

 


Combination, or any action
to enforce rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;


 



(x)         
any property management company changes (with respect to a Mortgage Loan with a principal balance equal to or greater than
$2,500,000 and other than with respect to a Co-op Mortgage Loan), including, without limitation, approval of the termination of
a manager and appointment of a new property manager, or franchise changes (with respect to a Serviced Mortgage Loan or Serviced
Loan Combination for which the lender is required to consent or approve such changes under the Mortgage Loan Documents);


 



(xi)        
other than with respect to any Co-op Mortgage Loan, releases of any material amounts from any escrow accounts, Reserve Funds
or Letters of Credit, in each case, held as performance escrows or reserves, other than those required pursuant to the specific
terms of the related Mortgage Loan Documents and for which there is no lender discretion and other than those that are permitted
to be undertaken by the applicable Master Servicer without the consent of the applicable Special Servicer pursuant to Section 3.20(f);
provided, however, that releases of any material amounts from any escrow accounts, Reserve Funds or Letters of Credit
held as performance escrows or reserves with respect to the Mortgage Loans secured by the Mortgaged Properties identified on Schedule XI
hereto shall constitute Material Actions;


 


(xii)       
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Borrower, guarantor
or other obligor releasing a Borrower, guarantor or other obligor from liability under a Mortgage Loan or Serviced Loan Combination
other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 



(xiii)      
any determination of an Acceptable Insurance Default;


 



(xiv)      
any determination by the applicable Master Servicer to transfer a Serviced Mortgage Loan or Serviced Loan Combination to
the applicable Special Servicer under the circumstances described in paragraph (c) of the definition of “Specially Serviced
Mortgage Loan”; or


 


(xv)      
any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and
nondisturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (a) the lease involves a ground
lease or lease of an outparcel or affects an area greater than or equal to the lesser of (1) 30% of the net rentable area
of the improvements at the Mortgaged Property and (2) 30,000 square feet of the improvements at the Mortgaged Property and
(b) such transaction either is not described by Section 3.20(f)(iv) or such transaction relates to a Specially
Serviced Mortgage Loan.


 


provided, however,
that notwithstanding the foregoing, solely with respect to determining whether the applicable Master Servicer or the applicable
Special Servicer will process any of the matters listed in the foregoing clauses (i) through (xv) with respect
to any


 






    	-282-



    	 



    

 


Non-WFB Mortgage Loan, “Material Action” shall not include any matter listed in the foregoing clauses (i)
through (xv) if the applicable Master Servicer and the applicable Special Servicer have mutually agreed, as contemplated
by Section 3.08(a) or Section 3.20(a), as applicable, of this Agreement, that the applicable Master Servicer
will process such matter with respect to such Mortgage Loan.


 


(d)         
[Reserved.]


 


(e)         
Notwithstanding anything herein to the contrary: (i) subject to Section 3.23(a), the applicable Special Servicer
shall have no right or obligation to consult with or to seek and/or obtain consent or approval from any Subordinate Class Representative
prior to acting (and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during
the period following any resignation or removal of a Subordinate Class Representative and before a replacement is selected; and
(ii) no advice, direction or objection from or by the Subordinate Class Representative, as contemplated by Section 3.24(a)
or Section 3.24(c) or any other provision of this Agreement, may (and the applicable Special Servicer shall ignore
and act without regard to any such advice, direction or objection that the applicable Special Servicer has determined, in its reasonable,
good faith judgment, would): (A) require or cause the applicable Special Servicer to violate applicable law, the terms of
any Mortgage Loan or any other Section of this Agreement (or, with respect to any Serviced Loan Combination, the related Intercreditor
Agreement), including the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and the
REMIC Provisions, (B) result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with
respect to the Grantor Trust Pool, (C) expose the Trust, the Depositor, either Master Servicer (or a Sub-Servicer acting on
behalf of either Master Servicer), the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor,
the Custodian or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any claim,
suit or liability or (D) materially expand the scope of the applicable Master Servicer’s or applicable Special Servicer’s
responsibilities under this Agreement.


 


(f)         
Also notwithstanding anything to the contrary contained herein, (i) during a Collective Consultation Period, the Subordinate
Class Representative shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) during
a Collective Consultation Period (other than with respect to any Excluded Loan), the Subordinate Class Representative and the Majority
Subordinate Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the applicable Master Servicer, applicable Special Servicer and any other applicable party shall consult
with the Subordinate Class Representative in connection with any action to be taken or refrained from taking to the extent set
forth herein; and (iii) during a Senior Consultation Period, the Subordinate Class Representative shall have no consultation
or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Subordinate Class Representative.


 


(g)        
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Subordinate Class
Representative may have special relationships and interests that conflict with those of Holders and Certificate Owners of one or
more Classes of


 






    	-283-



    	 



    

 


Certificates; (ii) the Subordinate Class Representative may act solely in the interests of the Holders of
the Class F and/or Class G Certificates; (iii) the Subordinate Class Representative does not have any duties
to the Trust Fund or to the Holders of any Class of Certificates; (iv) the Subordinate Class Representative may take actions
that favor interests of the Holders of the Class F and/or Class G Certificates over the interests of the Holders of one
or more other Classes of Certificates; (v) the Subordinate Class Representative shall have no liability whatsoever to the
Trust Fund, the Certificateholders or any Borrower for having acted as described in this Section 3.24(g), or in exercising
its rights, powers and privileges, in taking any action or refraining from taking any action, or in giving any consent or failing
to give any consent, in each case, pursuant to this Agreement; and (vi) no Certificateholder may take any action whatsoever
against the Subordinate Class Representative or any Affiliate, director, officer, shareholder, member, partner, agent or principal
thereof as a result of the Subordinate Class Representative having acted in the manner described in this Section 3.24(g),
or a result of the special relationships or interests described in this Section 3.24(g). In addition, each initial
Certificateholder further acknowledges and agrees, by its acceptance of its Certificates, that (i) such Certificateholder
is not entitled to rely, and has not relied, on any due diligence or other review of the Trust Fund or its assets by the Initial
Subordinate Class Representative or the Initial Majority Subordinate Certificateholder, or any Affiliate, director, officer, shareholder,
member, partner, agent or principal thereof, in connection with the initial issuance of the Certificates, and (ii) such Certificateholder
waives any cause of action that it may otherwise have against the Initial Subordinate Class Representative or the Initial Majority
Subordinate Certificateholder, or any Affiliate, director, officer, shareholder, member, partner, agent or principal thereof, based
upon or arising from any due diligence or other review of the Trust Fund or its assets by any such Person.


 


(h)         
The Subordinate Class Representative shall not be entitled to receive any compensation from the Trust Fund.


 


Section 3.25     
Application of Default Charges. (a) Any and all Default Charges that are actually received by or on behalf of
the Trust with respect to any Serviced Mortgage Loan (other than any Mortgage Loan included in a Serviced Loan Combination) or
any related REO Mortgage Loan that is a successor thereto (net of any portion thereof applied to pay Advance Interest under Section 3.05)
and (to the extent remitted to the applicable Master Servicer by the related Non-Trust Master Servicer and, in any event, subject
to the related Intercreditor Agreement) any and all Default Charges that are actually received by or on behalf of the Trust with
respect to a Non-Trust-Serviced Pooled Mortgage Loan or successor REO Mortgage Loan during any Collection Period shall be applied
for the following purposes and in the following order, in each case to the extent of the remaining portion of such charges and
fees:


 


(i)           
first, to pay to the Trustee, the applicable Master Servicer or the applicable Special Servicer, in that order,
any Advance Interest due and owing to such party on outstanding Advances made thereby with respect to such Mortgage Loan or REO
Mortgage Loan, as the case may be;


 



(ii)         
second, to reimburse the Trust Fund for any Advance Interest paid to the Trustee, the applicable Master Servicer
or the applicable Special Servicer following the Closing Date with respect to such Mortgage Loan or REO Mortgage Loan, as the case


 






    	-284-



    	 



    

 


may be, which interest was paid from a source other than Default Charges collected on such Mortgage Loan or REO Mortgage Loan,
as the case may be; and


 



(iii)        
third, with respect to any remaining Default Charges (“Net Default Charges”),
to the applicable Master Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was not
a Specially Serviced Mortgage Loan, or to the applicable Special Servicer, to the extent that such Net Default Charges accrued
while the related Mortgage Loan was a Specially Serviced Mortgage Loan.


 


(b)        
Default Charges applied to reimburse the Trust pursuant to clause second of Section 3.25(a) are
intended to be available for distribution on the Certificates pursuant to Section 4.01(a), subject to application pursuant
to Section 3.05(a) or Section 3.05(b) for any items payable out of general collections on the Mortgage
Pool. Default Charges applied to reimburse the Trust pursuant to clause second of Section 3.25(a) shall
be deemed to offset payments of Advance Interest in the chronological order in which it accrued with respect to the subject Mortgage
Loan or REO Mortgage Loan (whereupon such Advance Interest shall thereafter be deemed to have been paid out of Default Charges).


 


(c)         
Any and all amounts otherwise distributable to the Trust as the holder of any Mortgage Loan included in a Serviced Loan
Combination or any related REO Mortgage Loan or to the related Serviced Pari Passu Companion Loan Holder as Default Charges with
respect to such Serviced Loan Combination shall be applied for the following purposes and in the following order, in each case
to the extent of the remaining portion of such amounts and as and to the extent permitted under the related Intercreditor Agreement:


 


(i)           
first, to pay to the Trustee, the applicable Master Servicer or the applicable Special Servicer, in that order,
that portion of any Advance Interest due and owing to such party on outstanding Servicing Advances made thereby with respect to
such Serviced Loan Combination or any related REO Property allocated pro rata according to the respective outstanding principal
balances of the related Mortgage Loan and the related Serviced Pari Passu Companion Loan in such Serviced Loan Combination;


 



(ii)         
second, either (x) in the case of the Mortgage Loan in such Serviced Loan Combination, to pay to the Trustee
or the applicable Master Servicer, in that order, any Advance Interest due and owing to such party on outstanding P&I Advances
made thereby with respect to such Mortgage Loan or (y) in the case of any Serviced Pari Passu Companion Loan in such Serviced
Loan Combination, to pay to one or more designees of the related Serviced Pari Passu Companion Loan Holder any interest similar
to Advance Interest due and owing to such designee on any debt service advances made thereby for the benefit of such Serviced Pari
Passu Companion Loan Holder;


 



(iii)        
third, to reimburse the Trust Fund for that portion of any Additional Trust Fund Expenses (other than Special Servicing
Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to such Serviced Loan Combination and any related REO Property,
allocated pro rata according to the respective outstanding principal balances of the related Mortgage Loan and the related
Serviced Pari Passu Companion Loan; and


 






    	-285-



    	 



    

 



(iv)         
fourth, with respect to any remaining Default Charges (also “Net Default
Charges”) on a pro rata basis: (i) to the applicable Master Servicer, to the extent that such Net
Default Charges accrued while the related Mortgage Loan was not a Specially Serviced Mortgage Loan, or to the applicable Special
Servicer, to the extent that such Net Default Charges accrued while the related Mortgage Loan was a Specially Serviced Mortgage
Loan and (ii) to the related Serviced Pari Passu Companion Loan Holder or, following the securitization of the related Serviced
Pari Passu Companion Loan, the applicable Master Servicer, to the extent that such Net Default Charges accrued while the related
Serviced Pari Passu Companion Loan was not a Specially Serviced Mortgage Loan, or to any related Serviced Pari Passu Companion
Loan Holder or, following the securitization of the related Serviced Pari Passu Companion Loan, the applicable Special Servicer,
to the extent that such Net Default Charges accrued while the related Serviced Pari Passu Companion Loan was a Specially Serviced
Mortgage Loan.


 


Section 3.26     
Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to any Serviced Loan Combination,
except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement,
the applicable Master Servicer or the applicable Special Servicer, as applicable, shall perform such duties and furnish such notices,
reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement.


 


(b)        
The applicable Master Servicer shall maintain a register (the “Serviced Pari
Passu Companion Loan Holder Register”) on which the applicable Master Servicer shall record the names and addresses
of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders
from time to time, to the extent such information is provided in writing to the applicable Master Servicer by the related Serviced
Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu
Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the applicable
Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement
or other agreement effectuating such transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the applicable
Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and
wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX
hereto. The applicable Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX
hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change
in information. Upon receipt of a written request from any party hereto, the applicable Master Servicer shall provide a current
list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan
Holders.


 


In no event shall the
applicable Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder
other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder
Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice
to the applicable Master


 






    	-286-



    	 



    

 


Servicer, the applicable Master Servicer shall have no liability whatsoever for any misdirected payment
on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment.


 


The applicable Master
Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto,
and any such party or successor may, without further investigation, conclusively rely upon such information. The applicable Master
Servicer shall have no liability to any Person for the provision of any such names and addresses.


 


(c)         
With respect to any Serviced Loan Combination during any Subordinate Control Period (unless such Serviced Loan Combination
is an Excluded Loan), the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan
Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor
Agreement and this Agreement.


 


(d)         
The applicable Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has
become an REO Mortgage Loan) or the applicable Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is
not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration
of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to
any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage
Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement.
In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing
of a Serviced Pari Passu Companion Loan:


 


(i)          
none of the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make any P&I Advance with
respect to any Serviced Pari Passu Companion Loan; and


 



(ii)        
the applicable Master Servicer and the applicable Special Servicer shall each consult with and obtain the consent of the
related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement.


 


If any Serviced Pari
Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust”
(within the meaning of the Grantor Trust Provisions), then neither the applicable Master Servicer nor the applicable Special Servicer
shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely
affect the tax status of such grantor trust as a grantor trust.


 


The parties hereto acknowledge
that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator,
the applicable Master Servicer, the applicable Special Servicer or any Certificateholder or (2) have any liability to the
Trustee or the Certificateholders for taking any action, or for refraining from


 






    	-287-



    	 



    

 


the taking of any action, pursuant to the related
Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance
of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may
take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may
have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have
agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals
or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted
or refrained from acting solely in its interest or in the interest of its affiliates.


 


The
parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor
Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant
to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein
by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict
between the terms and provisions of this Agreement (other than Section 3.04(j) and Section 4.02(n) of this Agreement)
and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the
Intercreditor Agreement for such Serviced Loan Combination shall control; provided, however, that in the event of any conflict
between the terms and provisions of Section 3.04(j) or Section 4.02(n) of this Agreement and the terms and
provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of Section 3.04(j)
or Section 4.02(n), as applicable, shall control.


 


Each of the rights of
any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a
designee thereof on its behalf; provided that the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such
designation (upon which such party may conclusively rely) and the contact details of the designee.


 


If any Person purchases
the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor
Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently
due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement,
would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with
such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant
to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu
Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements.


 


Any reference to servicing
any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and
Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement.


 


For purposes of exercising
any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related
Intercreditor


 






    	-288-



    	 



    

 


Agreement, the Subordinate Class Representative, during a Subordinate Control Period, shall be the designee of the
Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement
to effect such designation.


 


(e)         
With respect to each Serviced Loan Combination (to the extent the applicable Master Servicer or the applicable Special Servicer,
as applicable, has not received written notice stating that the related Serviced Pari Passu Companion Loan Holder is an Excluded
Holder or the equivalent under the related Other Pooling and Servicing Agreement), the applicable Master Servicer or the applicable
Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling
Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder
to be provided to Certificateholders or to the Subordinate Class Representative (determined without respect to whether or not such
Loan Combination is an Excluded Loan), within the same time frame it is required to provide such information and materials to the
Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement
received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of
any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of
any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan
servicing statements, Borrower requests, Asset Status Reports, any other information delivered by the applicable Master Servicer
to the Subordinate Class Representative (other than with respect to any Loan Combination that is an Excluded Loan) and copies of
any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this
Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset
Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable
Special Servicer may be furnished by hard copy or made available by electronic means.


 


Notwithstanding anything
herein to the contrary, each Master Servicer and Special Servicer shall be entitled to conclusively assume that any Serviced Pari
Passu Companion Loan Holder is not an Excluded Holder or the equivalent under the related Other Pooling and Servicing Agreement,
except to the extent that the applicable Master Servicer or the applicable Special Servicer, as applicable, has received notice
from such Serviced Pari Passu Companion Loan Holder that it has become an Excluded Holder or the equivalent under the related Other
Pooling and Servicing Agreement. Neither the applicable Master Servicer nor the applicable Special Servicer shall be liable for
any communication of the information listed in the preceding paragraph to a Serviced Pari Passu Companion Loan Holder that is an
Excluded Holder or the equivalent under the related Other Pooling and Servicing Agreement if the applicable Master Servicer or
the applicable Special Servicer, as applicable, did not receive prior written notice that the related Serviced Pari Passu Companion
Loan is an Excluded Loan or the equivalent under the related Other Pooling and Servicing Agreement. Each Master Servicer and Special
Servicer shall be entitled to conclusively rely on delivery from a Serviced Pari Passu Companion Loan Holder of notice that it
is no longer an Excluded Holder or the equivalent under the related Other Pooling and Servicing Agreement.


 






    	-289-



    	 



    

 


(f)          
With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable,
shall:


 


(i)          
consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding
basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation
with respect to any “major decision”, “major action” or analogous term having the same meaning set forth
in or contemplated by the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset
Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari
Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten
(10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative)
of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master
Servicer or the applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced
Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or the applicable
Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed,
in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information
relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion
Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision”,
“major action” or analogous term having the same meaning set forth in or contemplated by the related Intercreditor
Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10)
Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu
Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any
time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and


 



(ii)         
in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have
the right to annual conference calls with the applicable Master Servicer or the applicable Special Servicer upon reasonable notice
and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which
servicing issues related to any related Serviced Loan Combination are discussed.


 


(g)         
In connection with the securitization of any Serviced Pari Passu Companion Loan, while such Pari Passu Companion Loan is
a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of such Serviced Pari Passu Companion
Loan, each of the applicable Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable
efforts to cooperate with such holder of such Serviced Pari Passu Companion Loan in attempting to cause the related Borrower to
provide


 






    	-290-



    	 



    

 


information relating to the related Loan Combination and the related notes, and that such holder reasonably determines
to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization.


 


(h)         
[Reserved.]


 


Section 3.27     
Rating Agency Confirmations; Communications with Rating Agencies. (a) Notwithstanding the terms of any related
Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement
requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) obtaining such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency
for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to
the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has
responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for
Rating Agency Confirmation, then (i) in the case of clause (I) above, such Requesting Party shall be required
to confirm (by direct communication, without the requirement to post such communication to the Rule 17g-5 Information Provider’s
Website to the extent such communication relates solely to such confirmation) that the applicable Rating Agency has received the
Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again and (ii) if
there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such second request as
contemplated by clause (I) above (after seeking to confirm (by direct communication, without the requirement to post
such communication to the Rule 17g-5 Information Provider’s Website to the extent such communication relates solely to such
confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party
received the response to the initial request described in clause (II) above, then (x) with respect to any condition
in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) or clause (z) below), the Requesting
Party (or, if the Requesting Party is the related Borrower, then the applicable Master Servicer (with respect to matters it is
processing) or the applicable Special Servicer (with respect to matters it is processing) shall determine (with the consent of
the Subordinate Class Representative, during any Subordinate Control Period (other than with respect to any Excluded Loan), which
consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt
of a request to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and
in accordance with the Servicing Standard, except as provided in Section 3.27(b) below, whether or not to waive such
condition for such particular action at such time, (y) with respect to a replacement or succession of the applicable Master
Servicer or the applicable Special Servicer, such condition shall be deemed to be satisfied if (1) the applicable replacement
is rated at least “CMS3” (in the case of a Master Servicer) or “CSS3” (in the case of a Special Servicer),
if Fitch is the non-responding Rating Agency; (2) the applicable replacement is currently acting as master servicer or special
servicer, as applicable, on a “deal-level” or “transaction-level” basis for all or a significant portion
of the mortgage loans in other commercial mortgage-backed securities transactions and Moody’s has not cited servicing concerns
with respect to the applicable replacement as the sole or material factor in any qualification, downgrade or


 






    	-291-



    	 



    

 


withdrawal of the
ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any
other commercial mortgage-backed securitization transaction serviced by the applicable servicer prior to the time of determination,
if Moody’s is the non-responding Rating Agency, or (3) the applicable replacement either (a) has a master servicer or a special
servicer, as applicable, ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked
by Morningstar, is currently acting as a master servicer or special servicer, as applicable, on a deal or transaction-level basis
for all or a significant portion of the related mortgage loans in other commercial mortgage-backed securities transactions rated
by any NRSRO and a responsible officer of the Trustee does not have actual knowledge that Morningstar has, with respect to any
such other commercial mortgage-backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or
more classes of such commercial mortgage backed securities publicly citing servicing concerns with respect to the applicable replacement
as the sole or material factor in such rating action, if Morningstar is the non-responding Rating Agency, and (z) with respect
to a replacement or successor to the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding
Rating Agency so long as such Rating Agency shall not have cited concerns regarding the replacement trust advisor as the sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction with respect to
which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination. The applicable
Requesting Party’s communications to confirm a Rating Agency’s receipt of information, and such Requesting Party’s
additional request for the related Rating Agency Confirmation under clause (i) of the preceding sentence shall not
itself be subject to the advance posting and delayed delivery requirements of Section 3.27(g) below, but this statement
shall not be construed to relieve the applicable Requesting Party of compliance with Section 3.27(g) below to the extent
that such communications or such additional request to a Rating Agency include or are accompanied by any information regarding
the underlying request for the related Rating Agency Confirmation that was not delivered in the original request for such Rating
Agency Confirmation.


 


(b)         
Notwithstanding anything to the contrary in this Section 3.27, for purposes of the provisions of any Mortgage
Loan Document or this Agreement relating to defeasance (including without limitation the type of collateral acceptable for use
as defeasance collateral) or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage
Loan Documents for which the applicable Master Servicer or the applicable Special Servicer would have been permitted to waive obtaining
such Rating Agency Confirmation pursuant to Section 3.27(a)(ii)(x) shall be deemed to have been satisfied.


 


(c)         
For all other matters or actions requiring, as a condition precedent to such matter or action, a Rating Agency Confirmation
under any Mortgage Loan Documents or this Agreement and not specifically discussed in Section 3.27(a) above, the applicable
Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)         
In connection with any determination made by the Requesting Party pursuant to Section 3.27(a) above, the applicable
Special Servicer or the applicable Master Servicer, as applicable, shall obtain the consent of the Subordinate Class Representative
(during any Subordinate Control Period (other than with respect to any Excluded Loan)) or consult with


 






    	-292-



    	 



    

 




the Subordinate Class
Representative (during any Collective Consultation Period (other than with respect to any Excluded Loan)) and the Trust Advisor
(during any Collective Consultation Period or Senior Consultation Period), with consent or approval deemed to be granted by the
Subordinate Class Representative (during any Subordinate Control Period (other than with respect to any Excluded Loan)), if it
does not respond within five (5) Business Days of its receipt of a request for consideration from the applicable Special Servicer
or the applicable Master Servicer, as applicable.


 


(e)          Promptly
following the Requesting Party’s determination to take any action discussed above without receiving affirmative Rating Agency
Confirmation from a Rating Agency, the Requesting Party (to the extent that the applicable information has been provided to the
Requesting Party) shall provide notice of such determination, which may be transmitted by electronic mail in accordance with Section
12.06, to the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s
Website in accordance with Section 8.12(c)).


 


(f)          Any
Rating Agency Confirmation requests made by the applicable Master Servicer, applicable Special Servicer, Certificate Administrator,
Trustee or Trust Advisor, as applicable, pursuant to this Agreement, shall be made in writing, which writing must contain a cover
page indicating the nature of the Rating Agency Confirmation request, and must contain all back-up material necessary for the Rating
Agency to process such request. Such written Rating Agency Confirmation requests must be provided in electronic format to the Rule
17g-5 Information Provider (who shall post such request on the Rule 17g-5 Information Provider’s Website in accordance with
Section 8.12(c)).


 


(g)          If
the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Trustee or the Trust Advisor
orally communicates with any Rating Agency regarding any of the Mortgage Loan Documents or any matter related to the Mortgage Loans,
any Serviced Pari Passu Companion Loan, the related Mortgaged Properties, the related Borrowers or any other matters in connection
with the Certificates or pursuant to this Agreement, that party shall summarize in writing the information provided to the Rating
Agencies in such oral communication and provide the Rule 17g-5 Information Provider with such written summary on the same day such
communication takes place or such later date to which the Depositor may consent in its sole discretion. The Rule 17g-5 Information
Provider shall post such written summary on the Rule 17g-5 Information Provider’s Website in accordance with the provisions
of Section 8.12(c). All other information required to be delivered to the Rating Agencies pursuant to this Agreement or
requested by the Rating Agencies in connection with the Certificates or the Mortgage Loans, shall first be provided in electronic
format to the Rule 17g-5 Information Provider (who shall post such information to the Rule 17g-5 Information Provider’s Website
in accordance with Section 8.12(c)). Notwithstanding the foregoing, other than in connection with its resignation pursuant
to Section 3.28(q), the Trust Advisor shall have no authority to communicate directly with the Rating Agencies.


 


(h)          Subject
to Section 12.01(c) and Section 12.01(g), the Depositor, the Rule 17g-5 Information Provider, the Trustee, the Certificate
Administrator, the Trust Advisor, the applicable Master Servicer and the applicable Special Servicer may amend this Agreement to
change the procedures regarding compliance with Rule 17g-5, without any Certificateholder


 



    	-293-



    	 



    

 


consent; provided that such amendment
does not materially increase the responsibilities of the Rule 17g-5 Information Provider; and provided, further,
that notice of any such amendment must be provided to the Rule 17g-5 Information Provider, who shall post such notice to the Rule
17g-5 Information Provider’s Website in accordance with Section 8.12(c), and within two (2) Business Days following
delivery to the Rule 17g-5 Information Provider, delivered to the Rating Agencies.


 


(i)           Each
of the applicable Master Servicer, the applicable Special Servicer, the Rule 17g-5 Information Provider and, insofar as it may
communicate with any Rating Agency pursuant to any provision of this Agreement, each other party to this Agreement, agrees to comply
(and to cause each and every Sub-Servicer, subcontractor, vendor or agent for such Person and each of its officers, directors and
employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section 3.27
and shall not deliver to any Rating Agency any report, statement, request for Rating Agency Confirmation or other information relating
to the Certificates or the Mortgage Loans other than in compliance with such provisions.


 


(j)           None
of the foregoing restrictions in this Section 3.27 prohibit or restrict oral or written communications, or providing information,
between the applicable Master Servicer, the applicable Special Servicer or the Trust Advisor, on the one hand, and a Rating Agency,
on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the applicable Master Servicer,
the applicable Special Servicer or the Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the applicable
Master Servicer, the applicable Special Servicer or the Trust Advisor, as applicable, as a commercial mortgage master, special
or primary servicer or such Rating Agency’s approval of the Trust Advisor as an operating or trust advisor or (iii) such
Rating Agency’s evaluation of the applicable Master Servicer’s or the applicable Special Servicer’s, as applicable,
servicing operations in general or such Rating Agency’s evaluation of the Trust Advisor’s performance as operating
or trust advisor or its surveillance operations in general; provided that the applicable Master Servicer, the applicable
Special Servicer or the Trust Advisor, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans to a Rating Agency in connection with any such review and evaluation by such Rating Agency unless (x) borrower-, property-
or deal-specific identifiers are redacted; or (y) such information has already been provided to the Depositor and has been uploaded
on to the Rule 17g-5 Information Provider’s Website.


 


(k)          Insofar
as any matter involving or relating to a Serviced Loan Combination requires a Rating Agency Confirmation, the Person required to
seek such Rating Agency Confirmation shall determine if an analogous rating agency confirmation either (i) is expressly required
to be obtained with respect to such matter under the related Intercreditor Agreement or (ii) is expressly required (or, if the
subject Serviced Loan Combination were being serviced under such Other Pooling and Servicing Agreement, would have been required)
to be obtained with respect to such matter under the related Other Pooling and Servicing Agreement, and, if so required, the Person(s)
seeking such Rating Agency Confirmation shall also obtain such analogous rating agency confirmation with respect to such matter
from each Pari Passu Companion Loan Rating Agency, so long as the holder(s) of such Pari Passu Companion Loan(s) have notified
the parties to this Agreement of such requirement (which may be satisfied by delivery thereto of the applicable Other Pooling and
Servicing Agreement and cooperation from


 



    	-294-



    	 



    

 


the Other Master Servicer as to the assessment of such requirement), the identity of the
applicable NRSROs, the identity of the applicable rule 17g-5 information provider and the location of the applicable rule 17g-5
information provider’s website. To the extent any provision of this Agreement requires a Requesting Party to obtain such
an analogous rating agency confirmation from a Pari Passu Companion Loan Rating Agency, the provisions of this Section 3.27
for satisfying such rating agency confirmation condition shall be applicable.


 


(l)           In
connection with the delivery by the applicable Master Servicer or the applicable Special Servicer to the Rule 17g-5 Information
Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the
applicable Master Servicer or the applicable Special Servicer, as applicable, may (but is not obligated to) send such information,
report, notice or other document to the applicable Rating Agency, but any such delivery may not occur until the earlier of (i)
after receipt of electronic confirmation from the Rule 17g-5 Information Provider that such information, report, notice or document
has been posted to the Rule 17g-5 Information Provider’s Website or (ii) the second Business Day after it has provided such
information, report, notice or other document to the Rule 17g-5 Information Provider.


 


Section
3.28     The Trust Advisor. (a) (i) Within sixty (60) days after the end of each calendar year during any Senior
Consultation Period, the Trust Advisor shall meet with representatives of each Special Servicer that prepared (and delivered
to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such
calendar year to perform such review of each such Special Servicer’s operational practices on a platform-level basis in
light of the Servicing Standard and the requirements of this Agreement and shall discuss such Special Servicer’s stated
policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems),
intellectual resources, such Special Servicer’s reasoning for believing it is in compliance with this Agreement and
other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the
workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by such Special Servicer during
such calendar year.


 


(ii)          Based
on (a) the Trust Advisor’s review of (1) during any Subordinate Control Period, any previously identified Final Asset Status
Reports delivered to the Trust Advisor by the applicable Special Servicer, (2) during any Collective Consultation Period or Senior
Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the applicable Special Servicer
(other than any communications between the Subordinate Class Representative and that Special Servicer that would be Privileged
Information), and (3) during any control or consultation period (as set forth in clauses (1) and (2) above), such
other additional limited non-privileged information and documentation provided by the applicable Special Servicer to the Trust
Advisor that is required or permitted to be delivered to the Trust Advisor under this Agreement (including, without limitation,
the annual compliance statements delivered by such Special Servicer pursuant to Section 11.12 and the annual independent
public accountants’ servicing reports furnished with respect to such Special Servicer pursuant to Section 11.14)
and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the applicable Special Servicer, the Trust
Advisor shall prepare and deliver to the


 



    	-295-



    	 



    

 


Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor
Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information
Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance
with Section 8.12(c)) within 120 days of the end of the prior calendar year an annual report (the “Trust
Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable
(which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of
such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged
Information; provided that in no event shall the information or any other content included in the Trust Advisor Annual
Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the applicable Special
Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with
respect to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior
calendar year; provided that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced
Mortgage Loans with respect to which a Final Asset Status Report has been issued. Solely as used in connection with the Trust
Advisor Annual Report, the term “platform-level basis” refers to a Special Servicer’s performance of its duties
as they relate to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans, taking into
account such Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed
in accordance with the Servicing Standard, with reasonable consideration by the Trust Advisor of the items required to be reviewed
by it pursuant to this Agreement. If the Trust Advisor has provided for review to the applicable Special Servicer a Trust Advisor
Annual Report containing an assessment of the performance of such Special Servicer pursuant to Section 3.28(a)(iv) that
in the reasonable view of such Special Servicer presents a negative assessment of that Special Servicer’s performance, that
Special Servicer shall be permitted to provide to the Trust Advisor non-privileged information and documentation, in each case
that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake
a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment.
Notwithstanding the foregoing, the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor.
Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d)
and (g) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge
(i) from that Special Servicer’s obligations to comply with the Servicing Standard and (ii) from that Special Servicer’s
obligations under this Agreement with respect to the workout, restructuring, resolution, sale or liquidation of Specially Serviced
Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information
(subject to any permitted exceptions). No Trust Advisor Annual Report shall be required from the Trust Advisor with respect to
a Special Servicer if during the prior calendar year no Asset Status Report was prepared (or, during a Subordinate Control Period,
finalized) by such Special Servicer in connection with a Specially Serviced Mortgage Loan or REO Property that such Special Servicer
was


 



    	-296-



    	 



    

 


obligated to service. In addition, in the event a Special Servicer is replaced during the prior calendar year, the Trust Advisor
will only be required to prepare a Trust Advisor Annual Report relating to each entity that was acting as Special Servicer as
of December 31 in the prior calendar year and is continuing in such capacity through the date of such Trust Advisor Annual Report.
Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall
promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with
Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the applicable Special
Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative (other
than with respect to any Excluded Loan) and any Serviced Pari Passu Companion Loan Holder. The applicable Special Servicer and,
during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative (other than with
respect to any Excluded Loan), shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii)
and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator.


 


(iii)         The
Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor
shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged
Information received from the applicable Special Servicer or Subordinate Class Representative in connection with the Subordinate
Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any
Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence,
the Trust Advisor shall not disclose any Privileged Information received from the applicable Special Servicer or Subordinate Class
Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates),
other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of any
Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement and other than
under the circumstances described in the following sentence. If the Trust Advisor, the Trust Advisor’s subcontractors or
the Trust Advisor’s Affiliates, or any other party to this Agreement (other than the applicable Special Servicer), receives
any Privileged Information and has been advised that such information is Privileged Information, then such Person shall be prohibited
from disclosing such information so received by it to any other Person, including in connection with preparing any responses to
any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the applicable Special Servicer
and (unless such Privileged Information relates to an Excluded Loan) the Subordinate Class Representative have consented in writing
to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by such Person, (c) it is reasonable and necessary for such Person to do so in working
with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known
to such Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required
under another provision of this Agreement and/or


 



    	-297-



    	 



    

 


(f) such disclosure is required by applicable law, rule, regulation, order, judgment
or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to
perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound
by the same confidentiality provisions applicable to the Trust Advisor.


 


(iv)         During
any Senior Consultation Period, the Trust Advisor shall provide the applicable Special Servicer with at least thirty (30) days’
prior written notice of the date proposed for the annual meeting described in this Section 3.28(a). The Trust Advisor and
the applicable Special Servicer shall determine a mutually acceptable date for the annual meeting and the Trust Advisor shall
deliver, at least fourteen (14) days prior to such annual meeting, a proposed written agenda to the applicable Special Servicer,
including the identity of the Final Asset Status Report(s), if any, that shall be discussed during the annual meeting. In connection
with the annual meeting, the Trust Advisor and the applicable Special Servicer may discuss any of the Asset Status Reports produced
with respect to any Specially Serviced Mortgage Loan as part of the Trust Advisor’s annual assessment of the applicable
Special Servicer. The applicable Special Servicer shall make available Servicing Officers with relevant knowledge regarding the
applicable Specially Serviced Mortgage Loans and the related platform-level information for each annual meeting described in this
Section 3.28.


 


(v)          If
the Trust Advisor’s ability to perform its obligations in respect of the Trust Advisor Annual Report is limited or prohibited
due to the failure of a party hereto to timely deliver information required to be delivered to the Trust Advisor or such information
is inaccurate or incomplete, the Trust Advisor shall set forth such limitations or prohibitions in the related Trust Advisor Annual
Report. In the event a lack of access to Privileged Information limits or prohibits the Trust Advisor from performing its duties
under this Agreement, the Trust Advisor shall set forth any such limitations or prohibitions in the related Trust Advisor Annual
Report, and the Trust Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 


(b)          Unless
otherwise specifically provided for in this Agreement, during a Subordinate Control Period, the Trust Advisor’s obligations
shall be limited to the general reviews as set forth in this Agreement and generally will not involve an assessment of specific
actions of any Special Servicer and, in any event, shall be subject to limitations described in this Agreement.


 


(c)          The
Trust Advisor shall not be required, in connection with its preparation of any Trust Advisor Annual Report during a Subordinate
Control Period, to consider any Specially Serviced Mortgage Loan or REO Property with respect to which a Final Asset Status Report
was not issued during the most recently ended calendar year.


 


(d)          During
any Subordinate Control Period, the applicable Special Servicer shall forward any Appraisal Reduction Amount calculations and net
present value calculations used in the applicable Special Servicer’s determination of what course of action to take in


 



    	-298-



    	 



    

 


connection
with the resolution or liquidation of a Specially Serviced Mortgage Loan to the Trust Advisor (and, during any Collective Consultation
Period (other than with respect to any Excluded Loan), the Subordinate Class Representative) after they have been finalized, and
the Trust Advisor may review such calculations in support of its Trust Advisor Annual Report but shall not opine on, or otherwise
call into question (whether in the annual report or otherwise) such Appraisal Reduction Amount calculations and/or net present
value calculations.


 


(e)          During
any Collective Consultation Period or Senior Consultation Period, the applicable Special Servicer shall forward any calculations
of Appraisal Reduction Amount or net present value to the Trust Advisor and, during any Collective Consultation Period (other than
with respect to any Excluded Loan), the Subordinate Class Representative, and (a) the Trust Advisor shall (upon receipt of all
information and supporting materials reasonably required to be provided to the Trust Advisor as described in the following sentence)
promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
applicable Special Servicer’s determination of what course of action to take in connection with the resolution or liquidation
of a Specially Serviced Mortgage Loan prior to the utilization by the applicable Special Servicer, and (b) insofar as the calculation
and/or application by the applicable Special Servicer under review as contemplated by clause (a) requires or depends upon
the exercise of discretion by the applicable Special Servicer, the Trust Advisor shall assess the reasonableness of the determination
made by the applicable Special Servicer in the exercise of such discretion. The applicable Special Servicer shall deliver the foregoing
calculations, together with information and supporting materials (with respect to any Appraisal Reduction Amount calculations,
once such information is received from the applicable Master Servicer) (including such additional information reasonably requested
by the Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to
the Trust Advisor and (during any Collective Consultation Period and other than with respect to any Excluded Loan) the Subordinate
Class Representative. In the event the Trust Advisor does not agree with (i) the mathematical calculations, (ii) the application
of the applicable non-discretionary portions of the formula required to be utilized for such calculation or (iii) the reasonableness
of any such determination made by the applicable Special Servicer in the exercise of such discretion, the Trust Advisor and the
applicable Special Servicer shall consult in good faith with each other in order to resolve (x) any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations
or (y) any disagreement over the reasonableness of a determination made by the applicable Special Servicer in the exercise of its
discretion. During any Collective Consultation Period (other than with respect to any Excluded Loan), the applicable Special Servicer
shall also send to the Subordinate Class Representative copies of the applicable Special Servicer’s calculations and the
related information and supporting materials, as provided above to the Trust Advisor under this subsection, and engage in consultation
with the Subordinate Class Representative in connection with its calculations and determinations. During any Collective Consultation
Period (other than with respect to any Excluded Loan), if the Trust Advisor and the Subordinate Class Representative agree on such
matters and provide written notice of such agreement to the applicable Special Servicer, the applicable Special Servicer shall
perform its calculations in accordance with such agreement. Otherwise, if the Trust Advisor and the Subordinate Class Representative
do not reach agreement on such matters following the Trust Advisor’s calculation and verification procedures, the


 



    	-299-



    	 



    

 


applicable
Special Servicer shall proceed according to its determination, and the Trust Advisor shall promptly prepare a report on the matter,
which report shall set forth its and the applicable Special Servicer’s calculations (including any material differences in
assumptions used therein), and deliver such report to the Certificate Administrator (who shall post the report to the Certificate
Administrator’s Website in accordance with Section 8.12(b)) and, if applicable, to any related Serviced Pari Passu
Companion Loan Holder. No other action shall be required in connection with such circumstances.


 


(f)          During
any Collective Consultation Period or Senior Consultation Period, the applicable Special Servicer shall promptly deliver each Asset
Status Report prepared in connection with the workout, restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage
Loan to the Trust Advisor and, during a Collective Consultation Period (other than with respect to any Excluded Loan), the Subordinate
Class Representative. The Trust Advisor shall provide any comments it may have to the applicable Special Servicer in respect of
the Asset Status Reports, if any, within ten (10) Business Days of receipt of both such Asset Status Report and any additional
information reasonably requested by the Trust Advisor, and propose possible alternative courses of action to the extent it determines
such alternatives may be in the best interest of the Certificateholders (including any Certificateholders of the Control-Eligible
Classes) as a collective whole (as if such Certificateholders and, in the case of any Serviced Loan Combination, the holder(s)
of the related Serviced Pari Passu Companion Loan(s), constituted a single lender). Regardless of whether the applicable Special
Servicer receives comments from the Trust Advisor by the end of such ten (10) Business Day period, such Special Servicer may (after
the expiration of such period) proceed to perform such actions as are in accordance with such Asset Status Report.


 


(g)          During
any Collective Consultation Period, any Senior Consultation Period or, only with respect to any Excluded Loan, any Subordinate
Control Period, the applicable Special Servicer shall consult on a non-binding basis with the Trust Advisor with respect to, and
prior to, Material Actions (regardless of whether such Material Actions are covered by an Asset Status Report) and the Trust Advisor
shall provide any comments it may have to the applicable Special Servicer in respect of each such Material Action within ten (10)
Business Days of receipt of both a written request for consultation with respect to such Material Action and any additional information
reasonably requested by the Trust Advisor; provided that the Trust Advisor shall have no such duty with respect to collateral
substitutions, assignments, insurance policies, Borrower substitutions, lease modifications and amendments and other similar actions
that the applicable Special Servicer may perform under this Agreement to the extent such actions do not relate to the workout,
restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage Loan or REO Property. Regardless of whether the
applicable Special Servicer receives comments from the Trust Advisor by the end of such ten (10) Business Day period, such Special
Servicer may (after the expiration of such period) proceed to perform such Material Actions as are in accordance with such request
for consultation.


 


(h)          The
applicable Special Servicer shall consider any written alternative courses of action and any other feedback suggested or provided
by the Trust Advisor and, during any Collective Consultation Period (other than with respect to any Excluded Loan), the Subordinate
Class Representative. The applicable Special Servicer shall revise the Asset Status Reports as it deems necessary to take into
account such input and/or comments, to the extent the


 



    	-300-



    	 



    

 


applicable Special Servicer determines that the Trust Advisor’s and/or
(other than with respect to any Excluded Loan) Subordinate Class Representative’s input and/or recommendations are consistent
with the Servicing Standard and in the best interest of the Certificateholders, taking into account the interests of all of the
Certificateholders (including any Certificateholders of the Control-Eligible Classes) (and any related Serviced Pari Passu Companion
Loan Holder, as applicable), as a collective whole.


 


(i)           The
applicable Special Servicer shall not be required to take or to refrain from taking any action because of an objection or comment
by the Trust Advisor or a recommendation of the Trust Advisor that would require or cause the applicable Special Servicer to violate
applicable law, the terms of any Mortgage Loan, any Serviced Loan Combination or any other provision of this Agreement, including
the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard and the REMIC Provisions or
result in an Adverse REMIC Event for any REMIC Pool or an Adverse Grantor Trust Event for the Grantor Trust Pool. For the avoidance
of doubt, the applicable Special Servicer shall not be required to take or refrain from taking any action because of an objection
or comment by the Trust Advisor or a recommendation of the Trust Advisor in any event. Furthermore, notwithstanding Section
3.28(f) and 3.28(g), if the applicable Special Servicer determines that emergency action is necessary to protect the
related Mortgaged Property or the interests of the Certificateholders, or if a failure to take any such action at such time would
be inconsistent with the Servicing Standard, the applicable Special Servicer may take actions with respect to the related Mortgaged
Property before the expiration of the ten (10) Business Day period (or, with respect to a Serviced Loan Combination, such longer
period of time as may be set forth in the related Intercreditor Agreement) referenced above if the applicable Special Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of such
period would materially and adversely affect the interest of the Certificateholders and the applicable Special Servicer has made
commercially reasonable efforts to promptly inform the Trust Advisor of its decision to take emergency action. The foregoing shall
not relieve the applicable Special Servicer of its duties to comply with the Servicing Standard.


 


(j)           The
Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor
shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, all Privileged Information
confidential and shall not disclose such information to any other Person (including any Certificateholders which are not then included
in the Control-Eligible Certificates), other than to the extent expressly set forth herein.


 


(k)          As
compensation for its activities hereunder, the Trust Advisor shall be entitled to receive monthly the Trust Advisor Ongoing Fee
on each Distribution Date with respect to each Serviced Mortgage Loan and any related successor REO Mortgage Loan prior to the
Trust Advisor’s termination in accordance with Section 3.28(p). As to each such Serviced Mortgage Loan and related
successor REO Mortgage Loan, the Trust Advisor Ongoing Fee shall accrue from time to time at the Trust Advisor Ongoing Fee Rate
and shall be computed on the basis of the Stated Principal Balance of such Serviced Mortgage Loan or successor REO Mortgage Loan
and in the same manner as interest is calculated thereon and for the same period respecting which any related interest payment
due or deemed thereon is computed. The Trust Advisor shall be entitled to reimbursement of any Trust Advisor Expenses provided
for pursuant


 



    	-301-



    	 



    

 


to Sections 6.03(a), 6.03(b) and/or 6.05 hereof, such amounts to be reimbursed from amounts on deposit
in the Collection Account as provided by Section 3.05(a)(I)(xiv), but in the case of any Trust Advisor Expenses other than
Designated Trust Advisor Expenses, reimbursements during any Collection Period shall not exceed the limit set forth for the related
Distribution Date in Section 4.05(b) hereof. The Trust Advisor hereby acknowledges and agrees that in no event will any
Trust Advisor Expenses be payable from, and the Trust Advisor hereby waives any and all claims to, amounts distributable in respect
of, the Control-Eligible Certificates; provided that Designated Trust Advisor Expenses shall be reimbursable without limitation
from the Collection Account as described in Section 3.05(a)(I)(xiv). Each successor Trust Advisor shall be required to acknowledge
and agree to the terms of the preceding sentence.


 


(l)           As
additional compensation for its activities hereunder, the Trust Advisor shall be entitled to receive the Trust Advisor Consulting
Fee. The Trust Advisor Consulting Fee shall be payable, subject to the limitations set forth below, in an amount equal to ten thousand
dollars ($10,000) in connection with each Material Action for which the Trust Advisor engages in consultation under Section
3.24 and this Section 3.28; provided that (i) no such fee shall be paid except to the extent such fee is actually
paid by the applicable Borrower (and in no event shall such fee be paid from the Trust Fund); (ii) the Trust Advisor shall be entitled
to waive all or any portion of such fee in its sole discretion; and (iii) the applicable Master Servicer or the applicable Special
Servicer, as applicable, shall be authorized to waive the related Borrower’s payment of such fee in whole or in part if the
applicable Master Servicer or the applicable Special Servicer, as applicable, (A) determines that such waiver accords with the
Servicing Standard and (B) consults with the Trust Advisor prior to effecting such waiver. In connection with each Material Action
for which the Trust Advisor has consultation rights under Section 3.24 or this Section 3.28, the applicable Master
Servicer or the applicable Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing
Standard to collect the applicable Trust Advisor Consulting Fee from the related Borrower, in each case, only to the extent that
such collection is not prohibited by the related Mortgage Loan Documents. In no event shall the applicable Master Servicer or the
applicable Special Servicer, as applicable, take any enforcement action in connection with the collection of such Trust Advisor
Consulting Fee, except that this statement shall not be construed to prohibit requests for payment of such Trust Advisor Consulting
Fee. No Trust Advisor Consulting Fee shall be payable with respect to the Somerset Park Apartments Loan Combination.


 


(m)         The
Trust Advisor may be removed upon (i) the written direction of holders of Certificates entitled to not less than 25% of the aggregate
Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally
reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable)
of all Certificates on an aggregate basis requesting a vote to replace the Trust Advisor with a replacement Trust Advisor selected
by such Certificateholders (provided that the proposed replacement Trust Advisor meets the criteria set forth in Section
3.28(o)), (ii) such requesting Holders making payment to the Certificate Administrator of all reasonable fees and expenses
to be incurred by the Certificate Administrator in connection with administering such vote, (iii) such requesting Holders delivering
to the Certificate Administrator a Rating Agency Confirmation from each Rating Agency regarding the appointment of the replacement
Trust Advisor (which confirmations will be obtained at the expense of such requesting Holders and will not constitute an Additional
Trust Fund Expense)


 



    	-302-



    	 



    

 


and (iv) such requesting Holders delivering to the Certificate Administrator an analogous “rating agency
confirmation” from each Pari Passu Companion Loan Rating Agency regarding the appointment of the replacement Trust Advisor
(which confirmations will be obtained at the expense of such requesting Holders and will not constitute an Additional Trust Fund
Expense). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting
such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail, and conduct
the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Certificateholders entitled
to at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect
of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal
Reduction Amounts are allocable) of all Certificates on an aggregate basis, the Certificate Administrator shall notify the Trustee,
and the Trustee shall immediately replace the Trust Advisor with the replacement Trust Advisor. If a proposed termination and replacement
of the Trust Advisor as described above is not consummated within 180 days following the initial request of the Certificateholders
who requested a vote, then the proposed termination and replacement shall have no further force or effect. In addition, during
any Subordinate Control Period, the identity of any replacement Trust Advisor proposed pursuant to this Section 3.28(m)
shall be subject to the consent of the Subordinate Class Representative (such consent not to be unreasonably withheld), provided
that such consent will be deemed to have been granted if no objection is made within ten (10) Business Days following the Subordinate
Class Representative’s receipt of the request for consent, and, if granted, such consent may not thereafter be revoked or
withdrawn.


 


(n)          If
(i) the Trust Advisor fails to duly observe or perform in any material respect any of its duties, covenants or obligations under
this Agreement, which failure continues unremedied for a period of thirty (30) days after written notice has been given to the
Trust Advisor, (ii) an Insolvency Event occurs with respect to the Trust Advisor, or (iii) the Trust Advisor acknowledges in writing
its inability to perform its duties hereunder, then either the Depositor or the Trustee may, and upon the written direction of
Certificateholders representing at least 51% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Principal Balance of the Classes of Certificates), the Trustee shall, terminate the
Trust Advisor for cause. Upon the termination of the Trust Advisor, a replacement Trust Advisor satisfying the conditions for such
replacement in Section 3.28(o) below shall be selected by the Trustee. In addition, during any Subordinate Control Period,
the identity of the proposed replacement Trust Advisor shall be subject to the consent of the Subordinate Class Representative
(such consent not to be unreasonably withheld); provided that such consent will be deemed to have been granted if no objection
is made within ten (10) Business Days following the Subordinate Class Representative’s receipt of the request for consent,
and, if granted, such consent may not thereafter be revoked or withdrawn. The Trustee may rely on a certification by the replacement
Trust Advisor that it meets such criteria. If the Trustee is unable to find a replacement Trust Advisor within thirty (30) days
of the termination of the Trust Advisor, the Depositor shall be permitted to find a replacement. Unless and until a replacement
Trust Advisor is appointed, no party shall act as the Trust Advisor and the provisions relating to consultation and consent with
respect to the Trust Advisor shall not be applicable until a replacement Trust Advisor is appointed hereunder.


 



    	-303-



    	 



    

 


(o)          Any
replacement Trust Advisor shall (or all of the personnel responsible for supervising the obligations of the Trust Advisor shall)
meet the following criteria: (i) be regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed
securities matters and have at least five (5) years of experience in collateral analysis and loss projections, and (ii) have at
least five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed
commercial real estate assets.


 


(p)          The
Trust Advisor shall be discharged from its duties hereunder when the Class Principal Balances of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-SB, Class D and Class E Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class
C Regular Interest have been reduced to zero.


 


(q)          The
Trust Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior written notice
to the Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee and the Subordinate Class
Representative and the Majority Subordinate Certificateholder, (the latter two only if applicable), and (b) upon the appointment
of, and the acceptance of such appointment by, a successor Trust Advisor meeting the eligibility requirements set forth in Section
3.28(o) above and receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency.
During a Subordinate Control Period, the identity of the replacement Trust Advisor will be subject to the reasonable approval of
the Subordinate Class Representative only if the replacement Trust Advisor is a special servicer that (i) is rated or approved
by an NRSRO and (ii) has not acted as a trust advisor or operating advisor in connection with a rated commercial mortgage securitization
as of the Closing Date; provided that such approval will be deemed to have been granted if no objection is made within ten
(10) Business Days following the Subordinate Class Representative’s receipt of the request for such approval, and, if granted,
such approval may not thereafter be revoked or withdrawn. No such resignation by the Trust Advisor shall become effective until
the replacement Trust Advisor shall have assumed the Trust Advisor’s responsibilities and obligations. The resigning Trust
Advisor shall pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency
and Pari Passu Companion Loan Rating Agency in connection with the resignation of the Trust Advisor and the transfer of its duties
(including, but not limited to, reasonable out-of-pocket costs and expenses associated with higher market fees of a successor,
transferring related information, records and reports to the successor).


 


(r)           If
the Trust Advisor resigns, is discharged or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid fees, Trust Advisor Expenses, indemnification amounts, and rights to indemnification which shall be payable in accordance
with the priorities and subject to the limitations set forth herein including, without limitation, Section 4.05 hereof.


 


(s)          Notwithstanding
any other provisions of this Agreement to the contrary, the parties hereto agree, and the Certificateholders by their acceptance
of their Certificates shall be deemed to have agreed, that (i) there could be multiple strategies to resolve any Specially Serviced
Mortgage Loan and that the goal of the Trust Advisor’s participation is to provide monitoring (subject to, and in accordance
with, the provisions of this Agreement) relating to the


 



    	-304-



    	 



    

 


applicable Special Servicer’s compliance with the Servicing Standard
in making its determinations as to which strategy to execute, (ii) the Trust Advisor shall have no liability to any Certificateholder
or any Serviced Companion Loan Holders for any actions taken or for refraining from taking any actions under this Agreement, (iii)
the agreements of the Trust Advisor set forth in the other provisions of this Agreement shall be construed solely as agreements
to perform analytical and reporting services, (iv) the Trust Advisor shall have no authority or duty to make a determination on
behalf of the Trust Fund, nor have any responsibility for decisions made by or on behalf of the Trust Fund, (v) insofar as the
words “consult”, “recommend” or words of similar import are used in this Agreement in respect of the Trust
Advisor and any servicing action or inaction, such words shall be construed to mean the performance of analysis and reporting services,
which the applicable Special Servicer may determine not to accept, (vi) the absence of a response by the Trust Advisor to an Asset
Status Report or other matter in which this Agreement contemplates consultation with the Trust Advisor shall not be construed as
an approval, endorsement, acquiescence or recommendation for or against any proposed action (but, in the event of such absence
of a response, the applicable Special Servicer (x) shall be deemed to have complied with the relevant provision that otherwise
required consultation with the Trust Advisor and (y) shall be entitled to proceed as if consultation with the Trust Advisor had
not initially been required in connection with such Asset Status Report or other matter), (vii) any provision hereof that otherwise
purports, or that may be construed, to impose on the Trust Advisor a duty to consider the Servicing Standard or the interests of
the Certificateholders shall be construed as a requirement to use the Servicing Standard or such interests as the basis of measurement
in its analysis and reporting and the basis of measurement in its evaluation of the performance of the applicable Special Servicer
and its determination of whether an action, recommendation or report by the applicable Special Servicer is in compliance with this
Agreement, and not to impose on the Trust Advisor a duty to itself comply with the Servicing Standard or itself act in the interests
of the Certificateholders, and, if applicable, the Serviced Pari Passu Companion Loan Holder(s), and such basis of measurement
shall be construed to refer to no particular class of Certificates or particular Certificateholders, (viii) no other party to this
Agreement, and no Subordinate Class Representative, shall have any duty to monitor or supervise the performance by the Trust Advisor
of its services under this Agreement; (ix) in no event shall the Trust Advisor be liable for any failure or delay in the performance
of its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also
a result of its own negligence, bad faith or willful misconduct; and (x) the Trust Advisor is not an “investment adviser”
within the meaning of the Investment Advisers Act of 1940, as amended. For the avoidance of doubt, the Trust Advisor shall not
owe any fiduciary duty to any Person in connection with this Agreement.


 


(t)           The
Trust Advisor shall not make any principal investment in any Certificate or interest therein; provided that such prohibition
shall not be construed to have been violated (i) in connection with riskless principal transactions effected by a broker-dealer
Affiliate of the Trust Advisor or (ii) pursuant to investments by an Affiliate of the Trust Advisor if the Trust Advisor and such
Affiliate maintain policies and procedures designed to segregate personnel involved in the activities of the Trust Advisor under
this Agreement from personnel involved in such Affiliate’s investment activities and to prevent such Affiliate and its personnel
from gaining access to information regarding the Trust Fund and the Trust Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 



    	-305-



    	 



    

 


(u)          The
Trust Advisor shall not, and shall cause its Affiliates not to, enter into any transaction as a result of which (i) the applicable
Special Servicer or any Affiliate thereof would be obligated, whether by agreement or otherwise, and whether or not subject to
any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary or other consideration to, the Trust
Advisor or any Affiliate thereof (other than compensation to which the Trust Advisor is entitled hereunder) (x) in connection with
the Trust Advisor’s obligations under this Agreement or (y) in consideration of the appointment or continuation of such Person
as a Special Servicer, (ii) the applicable Special Servicer would be entitled to receive any compensation from the Trust Advisor
in connection with its activities under this Agreement or (iii) the applicable Special Servicer would be entitled to receive from
the Trust Advisor or any Affiliate thereof any fee in connection with the appointment or continuation of such Person as a Special
Servicer unless, in the case of each of the foregoing clauses (i) through (iii), such transaction has been expressly
approved by the Holders of Certificates representing 100% of the Voting Rights.


 


(v)          Notwithstanding
anything herein to the contrary, the Trust Advisor shall have no duty with respect to any Non-Trust-Serviced Pooled Mortgage Loan,
or the assessment of the actions of any Special Servicer under this Agreement or any applicable Other Pooling and Servicing Agreement
or Non-Trust Pooling and Servicing Agreement taken with respect to any such mortgage loan.


 


Section
3.29     Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the
applicable Master Servicer, applicable Special Servicer or Trust Advisor identifies and delivers to the Certificate
Administrator shall be delivered to the Certificate Administrator via e-mail (or such other electronic means mutually
acceptable to the parties) in one or more separate files labeled “Excluded Loan” 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 shall not be separately posted as Excluded Information on
the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate
Administrator pursuant to this Section shall be posted on the Certificate Administrator’s Website under the
“Excluded Information” section, as provided under Section 8.12(b). When so posted, Excluded Holders shall
not be entitled to receive access to such information. Nothing set forth in this Agreement shall prohibit any
Subordinate Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which such Subordinate Class Certificateholder is not a Borrower Party and, if such
Excluded Information is not available on the Certificate Administrator’s Website, such Subordinate Class
Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(a)(iv) of this Agreement.


 


Section
3.30     General Acknowledgement Regarding Non-Serviced Companion Loan Holders. Each Certificateholder acknowledges and
agrees, by its acceptance of its Certificates, that: (i) each Non-Serviced Companion Loan Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) each
Non-Serviced Companion Loan Holder may act solely in its own interests; (iii) each Non-Serviced Companion Loan Holder does
not have any duties to the Holders of any Class of


 



    	-306-



    	 



    

 


Certificates; and (iv) each Non-Serviced Companion Loan Holder shall not
have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action
whatsoever against any Non-Serviced Companion Loan Holder or any director, officer, employee, agent or principal thereof for
such Non-Serviced Companion Loan Holder’s having so acted in its own interests.


 


Section
3.31     Matters Regarding the Non-Trust-Serviced Pooled Mortgage Loans. (a) In the event that any Non-Trust Trustee,
Non-Trust Master Servicer or Non-Trust Special Servicer shall be replaced in accordance with the terms of the related
Non-Trust Pooling and Servicing Agreement, the applicable Master Servicer and the applicable Special Servicer shall
acknowledge any such successor as the successor to such Non-Trust Trustee, Non-Trust Master Servicer or Non-Trust Special
Servicer, as the case may be, and shall, upon receiving notice of the same, notify the Trustee regarding such
replacement.


 


(b)          If
any of the Trustee, the Certificate Administrator or the applicable Master Servicer receive notice from a Rating Agency that the
applicable Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates,
then the Trustee, the Certificate Administrator or the applicable Master Servicer, as applicable, shall promptly notify the related
Non-Trust Master Servicer of the same.


 


Section
3.32     Litigation Control. (a) The applicable Special Servicer shall, with respect to
litigation involving Specially Serviced Mortgage Loans that it is servicing, and the applicable Master Servicer shall, with
respect to litigation involving non-Specially Serviced Mortgage Loans that it is servicing, and, in either case, if such
Special Servicer or such Master Servicer, as applicable, contemplates availing itself of indemnification as provided for
under Section 6.03 of this Agreement, such servicer shall, for the benefit of the Certificateholders, direct, manage,
prosecute, defend and/or settle any and all claims and litigation relating to (i) the enforcement of the obligations of a
Borrower under the related Mortgage Loan Documents and (ii) any action brought against the Trust or any party to this
Agreement with respect to the servicing of any such Mortgage Loan (the foregoing rights and obligations, “Litigation
Control”). Such Litigation Control shall be carried out in accordance with the terms of this Agreement,
including, without limitation, the Servicing Standard. Upon becoming aware of or being named in any claim or litigation that
falls within the scope of Litigation Control and is of a material nature (a “Material
Litigation Control Matter”), the applicable Special Servicer or Master Servicer shall promptly notify the
Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period and other than with
respect to any Excluded Loan) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation
Period) of such claim or litigation.


 


(b)          In
connection with any Material Litigation Control Matter, the applicable Special Servicer or the applicable Master Servicer, as applicable,
shall submit any decision to commence any proceeding or similar action in a Material Litigation Control Matter or any decision
to agree to or propose any terms of settlement in a Material Litigation Control Matter to the Subordinate Class Representative
(during a Subordinate Control Period and other than with respect to any Excluded Loan) for its approval or consent (or its deemed
approval or deemed consent as provided below) and provide notice of any such decision to the related Serviced Pari Passu Companion
Loan Holder if such matter affects the related Serviced Pari Passu Companion


 



    	-307-



    	 



    

 


Loan. Subject to Section 3.32(e), if and as
applicable, the applicable Special Servicer or applicable Master Servicer, as applicable, shall not take any action implementing
any such decision described in the preceding sentence unless and until it has notified in writing (other than with respect to any
Excluded Loan) the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period) and
the Subordinate Class Representative (during a Subordinate Control Period) has not objected in writing within five (5) Business
Days of receipt of such notice and receipt of all information that the Subordinate Class Representative has reasonably requested
with respect thereto promptly following its receipt of such notice. If such written objection has not been received by the applicable
Special Servicer or applicable Master Servicer, as applicable, within such 5-Business Day period, then the Subordinate Class Representative
shall be deemed to have approved the taking of such action; provided that, if the applicable Special Servicer or applicable
Master Servicer, as applicable, determines (consistent with the Servicing Standard) that immediate action is necessary to protect
the interests of the Certificateholders and, with respect to a Serviced Loan Combination, the related Companion Loan Holders, the
applicable Special Servicer or applicable Master Servicer, as applicable, may take such action without waiting for the Subordinate
Class Representative’s response; provided that the applicable Special Servicer or applicable Master Servicer, as applicable,
has confirmation that the Subordinate Class Representative has received notice of such action in writing. Nothing in this Section
3.32 shall be construed to alter, modify, limit or expand the Trust Advisor’s duties, rights and obligations in this
Agreement, including, without limitation, in Sections 3.24, 3.28, 6.03 and 6.05, and the Trust Advisor shall not
be required to review the actions of a Special Servicer with respect to such Special Servicer’s Litigation Control unless
such review is otherwise related to the performance of the Trust Advisor’s duties, rights and obligations in respect of a
Final Asset Status Report and/or Asset Status Report.


 


(c)          Notwithstanding
anything contained herein to the contrary, and subject to agreement between the applicable Special Servicer and the Subordinate
Class Representative as to scope of services and compensation to be paid to such Special Servicer by the Majority Subordinate Certificateholder,
with respect to any Material Litigation Control Matter otherwise required to be exercised hereunder by the applicable Master Servicer
relating to a Mortgage Loan or Loan Combination (in each case, other than with respect to any Excluded Loan) that has either (i)
been satisfied or paid in full, or (ii) as to which a Final Recovery Determination has been made, but subject to Section 3.32(d),
after receiving the required notice from the applicable Master Servicer set forth above that such applicable Master Servicer became
aware of or was named in any such claims or litigation, the Subordinate Class Representative (during a Subordinate Control Period)
may direct the applicable Master Servicer and the applicable Special Servicer in writing that such Litigation Control nevertheless
be exercised by the applicable Special Servicer; provided, however, that the applicable Special Servicer (with the
consent of the Subordinate Class Representative (during a Subordinate Control Period)) has determined and advised the applicable
Master Servicer (and the applicable Master Servicer has reasonably concurred) that its actions with respect to such obligations
are indemnifiable under Section 6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses
incurred up until such date of transfer of Litigation Control to the applicable Special Servicer) arising from the related legal
action or claim underlying such Litigation Control and not otherwise paid to the applicable Master Servicer pursuant to Section
6.03 of this Agreement shall be payable by the Trust Fund; provided, further, that so long as the Trust Fund
and any applicable Other Trustee are fully indemnified and/or made whole with respect to the related legal action or claim


 



    	-308-



    	 



    

 


underlying
such Litigation Control from recoveries with respect to such legal action or claim, the Majority Subordinate Certificateholder
shall be reimbursed up to the amount of compensation paid to the applicable Special Servicer for assuming and handling such Litigation
Control but only to the extent that such recoveries exceed the amount necessary to fully indemnify and make the Trust Fund whole.


 


(d)          Notwithstanding
the foregoing, (i) if any action, suit, litigation or proceeding names the Trustee, the Trust Advisor, the Certificate Administrator,
a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation
Control) in their individual capacity, or if any judgment is rendered against the Trustee, the Trust Advisor, the Certificate Administrator,
a Master Servicer (if such party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation
Control) in their individual capacity, the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such
party does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control), as the case may
be, upon prior written notice to the applicable Master Servicer or the applicable Special Servicer, as applicable (i.e., whichever
has Litigation Control), may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent
its interests (but not to direct, manage or prosecute such litigation or claim); (ii) in any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower under the related
loan documents or otherwise relating to the servicing of a Mortgage Loan, Loan Combination or Mortgaged Property, neither the applicable
Master Servicer nor the applicable Special Servicer, as applicable, shall, without the prior written consent of the Trustee or
the Certificate Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee
or the Certificate Administrator, whether in such capacity or individually, (B) engage counsel to represent the Trustee or the
Certificate Administrator, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents
or take any other similar action with the intent to cause, and that actually causes, the Trustee or the Certificate Administrator
to be registered to do business in any state (provided that no Master Servicer or Special Servicer shall be responsible
for any delay due to the unwillingness of the Certificate Administrator or the Trustee, as applicable, to grant such consent);
and (iii) if any court finds that the Trustee, the Trust Advisor, the Certificate Administrator, a Master Servicer (if such party
does not have Litigation Control) or a Special Servicer (if such party does not have Litigation Control) is a necessary party in
respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan or Loan Combination,
the Trustee, the Trust Advisor, the Certificate Administrator, such Master Servicer or such Special Servicer shall each have the
right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interest (but
not to otherwise direct, manage or prosecute such litigation or claim). Subject to the rights of the Subordinate Class Representative
under this Section 3.32, nothing in this paragraph shall be interpreted to preclude either the applicable Master Servicer
or the applicable Special Servicer, as applicable, from initiating any Litigation Control-related action, suit, litigation or proceeding
in its name as a representative of the Trust Fund.


 


(e)          Notwithstanding
anything herein to the contrary, no advice, direction, objection of, or consent given or withheld by the Subordinate Class Representative
shall (i) require or cause the applicable Special Servicer or the applicable Master Servicer to violate


 



    	-309-



    	 



    

 


any provision of any Mortgage
Loan Documents, any related Intercreditor Agreement, any related intercreditor, co-lender or similar agreement, applicable law,
this Agreement or the REMIC Provisions, including without limitation, the applicable Master Servicer’s or the applicable
Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Mortgage Loan Documents, and
to maintain the REMIC status of any Trust REMIC, (ii) result in the imposition of a tax on any Trust REMIC under the REMIC Provisions
or cause any REMIC Pool to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart
E, part I of subchapter J of the Code for federal income tax purposes, (iii) expose any Master Servicer, any Special Servicer,
the Certificate Administrator, the Depositor, the Trust Advisor, the Trust Fund or the Trustee or any of their respective Affiliates,
officers, directors, shareholders, partners, members, managers, employees or agents to any claim, suit, or liability for which
this Agreement does not provide indemnification to such party or expose any such party to prosecution for a criminal offense, or
(iv) materially expand the scope of any Special Servicer’s, any Master Servicer’s, the Certificate Administrator’s,
the Trustee’s or the Trust Advisor’s responsibilities under this Agreement; and neither the applicable Special Servicer
nor the applicable Master Servicer shall follow any such advice, direction or objection if given by the Subordinate Class Representative,
or initiate any such actions, that would have the effect described in clauses (i) – (iv) of this sentence.


 


ARTICLE
IV



PAYMENTS TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions. (a) On each Distribution Date, the Certificate Administrator shall apply amounts on deposit in
the Distribution Account for the following purposes and in the following order of priority, in each case to the extent of the
remaining portion of the Available Distribution Amount for such Distribution Date:


 


(1)           to
make distributions of interest to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-E,
Class X-F and Class X-G Certificates, up to an amount equal to, and pro rata as among such Holders of such Classes in accordance
with, the Interest Distribution Amounts in respect of each such Class for such Distribution Date;


 


(2)           to
make distributions of principal to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, in
the following amounts and order of priority (the aggregate amount of such distribution not to exceed the Principal Distribution
Amount for such Distribution Date):


 


(A)          first,
to the Holders of the Class A-SB Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such
Distribution Date, and (2) the excess of (a) the Class Principal Balance of the Class A-SB Certificates immediately prior to such
Distribution Date over (b) the Class A-SB Planned Principal Balance for such Distribution Date;


 


(B)          second,
to the Holders of the Class A-1 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution


 



    	-310-



    	 



    

 


Date, reduced by any portion of such amount that is allocable to the Class A-SB Certificates as described in the immediately preceding
clause (A) and (2) the Class Principal Balance of the Class A-1 Certificates immediately prior to such Distribution Date;


 


(C)          third,
to the Holders of the Class A-2 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
Date, reduced by any portion of such amount that is allocable to the Class A-SB and Class A-1 Certificates as described in the
immediately preceding clauses (A) and (B) and (2) the Class Principal Balance of the Class A-2 Certificates immediately
prior to such Distribution Date;


 


(D)          fourth,
to the Holders of the Class A-3 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1 and Class A-2 Certificates as described
in the immediately preceding clauses (A), (B) and (C) and (2) the Class Principal Balance of the Class A-3 Certificates
immediately prior to such Distribution Date;


 


(E)          fifth,
to the Holders of the Class A-4 Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such Distribution
Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1, Class A-2 and Class A-3 Certificates
as described in the immediately preceding clauses (A), (B), (C) and (D) and (2) the Class Principal Balance of the
Class A-4 Certificates immediately prior to such Distribution Date;


 


(F)          sixth,
to the Holders of the Class A-SB Certificates, an amount equal to the lesser of (1) the Principal Distribution Amount for such
Distribution Date, reduced by any portion of such amount that is allocable to the Class A-SB, Class A-1, Class A-2, Class A-3 and
Class A-4 Certificates as described in the immediately preceding clauses (A), (B), (C), (D) and (E) and (2) the Class
Principal Balance of the Class A-SB Certificates following the distributions to the Class A-SB Certificates pursuant to clause
(A) above;


 


(3)           to
make distributions to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, up to an amount
equal to, pro rata as among such Holders of such Classes in accordance with, and in reimbursement of, all Realized Losses
and Additional Trust Fund Expenses, if any, previously allocated to each such Class pursuant to Section 4.04(a) and not
previously reimbursed;


 


(4)           to
make distributions of interest to the Holders of the Class A-S Regular Interest, up to an amount equal to the Interest Distribution
Amount in respect of the Class A-S Regular Interest for such Distribution Date, such distributions to be allocated between , and
distributed to the Holders of, the Class A-S Certificates and the Class PEX Certificates in respect of Class A-S-PEX Component,
in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such
Distribution Date, respectively;


 



    	-311-



    	 



    

 


(5)           after
the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates have been reduced to
zero, to make distributions of principal to the Holders of the Class A-S Regular Interest, up to an amount (not to exceed the Class
Principal Balance of the Class A-S Regular Interest outstanding immediately prior to such Distribution Date) equal to the entire
Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the
Holders of any other Class of Principal Balance Certificates pursuant to any prior clause of this Section 4.01(a)), such
distributions to be allocated between, and distributed to the Holders of, the Class A-S Certificates and the Class PEX Certificates
in respect of the Class A-S-PEX Component, in accordance with the Class A-S Percentage Interest for such Distribution Date and
the Class A-S-PEX Percentage Interest for such Distribution Date, respectively;


 


(6)           to
make distributions to the Holders of the Class A-S Regular Interest, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class A-S Regular Interest pursuant to Section
4.04(a) and not previously reimbursed, such distributions to be allocated between, and distributed to the Holders of, the Class
A-S Certificates and the Class PEX Certificates in respect of the Class A-S-PEX Component, in accordance with the Class A-S Percentage
Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively;


 


(7)           to
make distributions of interest to the Holders of the Class B Regular Interest, up to an amount equal to the Interest Distribution
Amount in respect of the Class B Regular Interest for such Distribution Date, such distributions to be allocated between, and distributed
to the Holders of, the Class B Certificates and the Class PEX Certificates in respect of the Class B-PEX Component, in accordance
with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date,
respectively;


 


(8)           after
the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class A-S Regular
Interest have been reduced to zero, to make distributions of principal to the Holders of the Class B Regular Interest, up to an
amount (not to exceed the Class Principal Balance of the Class B Regular Interest outstanding immediately prior to such Distribution
Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Principal Balance Certificates or the Class A-S Regular Interest pursuant
to any prior clause of this Section 4.01(a)), such distributions to be allocated between, and distributed to the Holders
of, the Class B Certificates and the Class PEX Certificates in respect of the Class B-PEX Component, in accordance with the Class
B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively;


 


(9)           to
make distributions to the Holders of the Class B Regular Interest, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class B Regular Interest pursuant to


 



    	-312-



    	 



    

 


Section
4.04(a) and not previously reimbursed, such distributions to be allocated between, and distributed to the Holders of, the Class
B Certificates and the Class PEX Certificates in respect of the Class B-PEX Component, in accordance with the Class B Percentage
Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively;


 


(10)         to
make distributions of interest to the Holders of the Class C Regular Interest, up to an amount equal to the Interest Distribution
Amount in respect of the Class C Regular Interest for such Distribution Date, such distributions to be allocated between, and distributed
to the Holders of, the Class C Certificates and the Class PEX Certificates in respect of the Class C-PEX Component, in accordance
with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date,
respectively;


 


(11)         after
the Class Principal Balance of the Class B Regular Interest has been reduced to zero, to make distributions of principal to the
Holders of the Class C Regular Interest, up to an amount (not to exceed the Class Principal Balance of the Class C Regular Interest
outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution
Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
or the Class A-S Regular Interest or Class B Regular Interest pursuant to any prior clause of this Section 4.01(a)), such
distributions to be allocated between, and distributed to the Holders of, the Class C Certificates and the Class PEX Certificates
in respect of the Class C-PEX Component, in accordance with the Class C Percentage Interest for such Distribution Date and the
Class C-PEX Percentage Interest for such Distribution Date, respectively;


 


(12)         to
make distributions to the Holders of the Class C Regular Interest, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class C Regular Interest pursuant to Section
4.04(a) and not previously reimbursed, such distributions to be allocated between, and distributed to the Holders of, the Class
C Certificates and the Class PEX Certificates in respect of the Class C-PEX Component, in accordance with the Class C Percentage
Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively;


 


(13)          to
make distributions of interest to the Holders of the Class D Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(14)         after
the Class Principal Balance of the Class C Regular Interest has been reduced to zero, to make distributions of principal to the
Holders of the Class D Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal


 



    	-313-



    	 



    

 


Balance Certificates
or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to any prior clause of this Section
4.01(a));


 


(15)         to
make distributions to the Holders of the Class D Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(16)          to
make distributions of interest to the Holders of the Class E Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(17)         after
the Class Principal Balance of the Class D Certificates has been reduced to zero, to make distributions of principal to the Holders
of the Class E Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to any prior clause of this Section
4.01(a));


 


(18)         to
make distributions to the Holders of the Class E Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(19)         to
make distributions of interest to the Holders of the Class F Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(20)         after
the Class Principal Balance of the Class E Certificates has been reduced to zero, to make distributions of principal to the Holders
of the Class F Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to any prior clause of this Section
4.01(a));


 


(21)         to
make distributions to the Holders of the Class F Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(22)         to
make distributions of interest to the Holders of the Class G Certificates, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 



    	-314-



    	 



    

 


(23)         after
the Class Principal Balance of the Class F Certificates has been reduced to zero, to make distributions of principal to the Holders
of the Class G Certificates, up to an amount (not to exceed the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net
of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Principal Balance Certificates
or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest pursuant to any prior clause of this Section
4.01(a));


 


(24)         to
make distributions to the Holders of the Class G Certificates, up to an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates pursuant to Section 4.04(a)
and not previously reimbursed;


 


(25)         to
make distributions first, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates,
pro rata as among such Holders of such Classes, and then to the Class A-S Regular Interest (and, consequently, to
the Holders of the Class A-S and Class PEX Certificates, pro rata, based on the Class A-S Percentage Interest and the Class
A-S PEX Percentage Interest), Class B Regular Interest (and, consequently, to the Holders of the Class B and Class PEX Certificates,
pro rata, based on the Class B Percentage Interest and the Class B PEX Percentage Interest) and Class C Regular Interest
(and, consequently, to the Holders of the Class C and Class PEX Certificates, pro rata, based on the Class C Percentage
Interest and the Class C-PEX Percentage Interest), in that order, for any amounts that may previously have been allocated to those
Classes in reduction of their Certificate Principal Balances and for which reimbursement has not previously been made; and


 


(26)         to
make distributions to the Holders of the Class R Certificates, up to an amount equal to the excess, if any, of (A) the Available
Distribution Amount for such Distribution Date, over (B) the aggregate distributions made in respect of the Classes of Regular
Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest on such Distribution Date
pursuant to the prior clauses of this Section 4.01(a).


 


Any distributions of
interest made with respect to the Interest Only Certificates on any Distribution Date pursuant to clause (1) above shall
be deemed to have been allocated among the respective REMIC III Components of each such Class of Certificates, and on a pro
rata basis in accordance with the respective amounts of Accrued Component Interest for such REMIC III Components for such Distribution
Date.


 


Notwithstanding any contrary
provision described above, if (I) as of the commencement of business on such Distribution Date, (i) any Class A-1, Class A-2, Class
A-3, Class A-4 or Class A-SB Certificate remains outstanding and (ii) the aggregate of the Class Principal Balances of the Class
A-S Regular Interest, Class B Regular Interest and Class C Regular Interest and the Class D, Class E, Class F and Class G Certificates
have previously been reduced to zero as a result of the allocation of Realized Losses and Additional Trust Fund Expenses pursuant
to Section 4.04(a), or (II) such Distribution Date is the Final Distribution


 



    	-315-



    	 



    

 


 Date, then, in each case, the Certificate Administrator
shall, in lieu of the distributions otherwise required under clause (2) above, make distributions of principal to the Holders
of the Classes of the Class A Certificates, up to an amount (not to exceed the aggregate of the Class Principal Balances of such
Classes of Certificates outstanding immediately prior to such Distribution Date) equal to, and pro rata as among such Holders
of such Classes in accordance with their Class Principal Balances outstanding immediately prior to such Distribution Date, the
entire Principal Distribution Amount for such Distribution Date.


 


Also notwithstanding
any contrary provision described above, if the Available Distribution Amount for any Distribution Date includes any recoveries
of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) from a source other than the proceeds of the Mortgage
Loans, the Certificate Administrator shall, prior to the distributions described above, distribute such recoveries to the Holders
of any Principal Balance Certificates that experienced write-offs in connection with Trust Advisor Expenses under Section 4.05.
Such distributions shall be made to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates (on
a pro rata basis based on the write-offs previously experienced by such Classes in respect of Trust Advisor Expenses (other
than Designated Trust Advisor Expenses)), and then to the Holders of the Class A-S Regular Interest, the Class B Regular
Interest and the Class C Regular Interest, and then to the Holders of the Class D and Class E Certificates, in that order,
in each case up to the amount of such write-offs previously experienced by such Class in respect of Trust Advisor Expenses (other
than Designated Trust Advisor Expenses) under such Section 4.05. Any amounts in respect of recoveries of Trust Advisor Expenses
distributed in respect of the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest for any Distribution
Date shall be distributed (i) in the case of the Class A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX
Component in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest
for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and
Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage
Interest for such Distribution Date, respectively, and (iii) in the case of the Class C Regular Interest, between the Class C Certificates
and Class C-PEX Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage
Interest for such Distribution Date, respectively.


 


While the Class Principal
Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further distributions in
respect of interest or principal other than reimbursement of Realized Losses, Additional Trust Fund Expenses and other amounts
provided for in this Section 4.01.


 


(b)           [Reserved.]


 


(c)           Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
Received by the Trust with respect to any Mortgage Loan or REO Mortgage Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that


 



    	-316-



    	 



    

 


Collection Period, the Certificate Administrator shall pay a portion of that Yield Maintenance Charge or Prepayment Premium
(net of Liquidation Fees payable therefrom) in the following manner: (1) to each of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-SB and Class D Certificates and Class A-S, Class B and Class C Regular Interests, the product of (a) such Yield Maintenance
Charge or Prepayment Premium, (b) the related Base Interest Fraction for such Class of Certificates or REMIC III Regular Interest,
as the case may be, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of
Certificates or REMIC III Regular Interest for that Distribution Date, and the denominator of which is the total amount of principal
distributed to all Principal Balance Certificates (other than the Exchangeable Certificates) and REMIC III Regular Interests for
that Distribution Date, (2) to the Class X-A Certificates, any remaining such Yield Maintenance Charge or Prepayment Premium not
distributed pursuant to clause (1) of this Section 4.01(c). No Prepayment Premiums or Yield Maintenance Charges will
be distributed to the Holders of the Class X-E, Class X-F, Class X-G, Class E, Class F, Class G, Class R or Class V Certificates.
Any funds distributed on any such Class of Certificates or REMIC III Regular Interest in respect of any Prepayment Premium or Yield
Maintenance Charge pursuant to this Section 4.01(c) shall constitute an “Additional Yield Amount” for such Class.


 


Any distributions of
Yield Maintenance Charges and Prepayment Premiums in respect of the Class A-S Regular Interest, Class B Regular Interest or Class
C Regular Interest on any Distribution Date shall be distributed (i) in the case of the Class A-S Regular Interest, between the
Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest for such Distribution Date
and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest,
between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution
Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively, and (iii) in the case of the Class C Regular
Interest, between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest for such
Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively.


 


For purposes of the first
paragraph of this Section 4.01(c), 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
Exchangeable Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, shall be
a fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such
Class or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on
such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest
Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest
Fraction will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall
be


 



    	-317-



    	 



    

 


equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination
of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection
with any Prepayment Premium or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Mortgage Loan and distributable
on any Distribution Date shall be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable
Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Mortgage Loan, as the
case may be, such discount rate (as reported by the applicable Master Servicer), converted (if necessary) to a monthly equivalent
yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Mortgage Loan, as the case may be, the yield calculated by the linear
interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before
the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer
and one shorter, most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Mortgage Loan
that is not related to an ARD Mortgage Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan or REO Mortgage
Loan that is related to an ARD Mortgage Loan), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve
Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable publication as the
source of the applicable yields of U.S. Treasury constant maturities.


 


(d)           On
each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account any amounts then on deposit
in the Class V Sub-Account, as applicable, of the Distribution Account that represent Post-ARD Additional Interest collected or
deemed collected in respect of any ARD Mortgage Loan or REO Mortgage Loan related to an ARD Mortgage Loan during the related Collection
Period and shall distribute such amounts to the Holders of the Class V Certificates.


 


(e)           All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise provided below,
all such distributions with respect to each Class of Certificates on each Distribution Date shall be made to the Certificateholders
of the respective Class of record at the close of business on the related Record Date and shall be made by wire transfer of immediately
available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder shall have provided the Certificate Administrator with wiring instructions no less than five (5) Business
Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.
The final distribution on each Certificate (determined, in the case of a Principal Balance Certificate, without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate


 



    	-318-



    	 



    

 


pursuant to
Section 4.04(a)) will be made in a like manner, but only upon presentation and surrender of such Certificate at the offices
of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. Prior
to any termination of the Trust Fund pursuant to Section 9.01, any distribution that is to be made with respect to a Certificate
in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated thereto, which reimbursement is to occur
after the date on which such Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed
to the address of the Certificateholder that surrendered such Certificate as such address last appeared in the Certificate Register
or to any other address of which the Certificate Administrator was subsequently notified in writing. If such check is returned
to the Certificate Administrator, then the Certificate Administrator, directly or through an agent, shall take such reasonable
steps to contact the related Holder and deliver such check as it shall deem appropriate. Any funds in respect of a check returned
to the Certificate Administrator shall be set aside by the Certificate Administrator and held uninvested in trust and credited
to the account of the appropriate Holder. The costs and expenses of locating the appropriate Holder and holding such funds shall
be paid out of such funds. No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder. If
the Certificate Administrator has not, after having taken such reasonable steps, located the related Holder by the second anniversary
of the initial sending of a check, the Certificate Administrator shall, subject to applicable law, distribute the unclaimed funds
to the Class R Certificateholders.


 


(f)            Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the related Certificate
Owners that it represents and to each indirect participating brokerage firm for which it acts as agent. Each indirect participating
brokerage firm shall be responsible for disbursing funds to the related Certificate Owners that it represents. None of the Trustee,
the Certificate Administrator, the Certificate Registrar, the Trust Advisor, the Depositor, the applicable Special Servicer or
the applicable Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law. The Certificate Administrator and the Depositor shall perform their respective obligations under the letters of representation
between the Issuer and the initial Depository dated as of the Closing Date and pertaining to the Book-Entry Certificates, a copy
of which Letters of Representations are attached hereto as Exhibit B.


 


(g)           The
rights of the Certificateholders to receive distributions from the proceeds of the Trust Fund with respect to the Certificates,
and all rights and interests of the Certificateholders in and to such distributions, shall be as set forth in this Agreement. Neither
the Holders of any Class of Certificates nor any party hereto shall in any way be responsible or liable to the Holders of any other
Class of Certificates with respect to amounts properly previously distributed on the Certificates.


 


(h)           Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator receives written notification of or expects
that the final distribution with respect to any Class of Certificates (determined, in the case of a Class of Principal Balance
Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, without


 



    	-319-



    	 



    

 


regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Class of Certificates pursuant
to Section 4.04(a)) will be made on the next Distribution Date, the Certificate Administrator shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of such Class of Certificates on such date (with a
copy to be posted to the Certificate Administrator’s Website in accordance with Section 8.12(b)) a notice to the effect
that:


 


(i)            the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the office of the Certificate Registrar or
at such other location therein specified, and


 


(ii)           no
interest shall accrue on such Certificates from and after the end of the Interest Accrual Period for such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, then the Certificate Administrator, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such non-tendering Certificateholders
following the first anniversary of the delivery of such second notice thereto shall be paid out of such funds. No interest shall
accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph. If all of the Certificates as
to which notice has been given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Certificate Administrator shall, subject to applicable law, distribute
to the Class R Certificateholders all unclaimed funds and other assets which remain subject thereto.


 


(i)            All
distributions made in respect of each Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class
PEX Certificates) and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest on each Distribution
Date (including the Final Distribution Date) pursuant to Section 4.01(a) or Section 4.01(c) above shall be deemed
to have first been distributed from REMIC II to REMIC III with respect to the Corresponding REMIC II Regular Interest(s) for such
Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest;
and all distributions made with respect to each Class of Interest Only Certificates on each Distribution Date pursuant to Section
4.01(a) or Section 4.01(c) above, and allocable to any particular REMIC III Component of such Class of Interest Only
Certificates, shall be deemed to have first been distributed from REMIC II to REMIC III in respect of the


 



    	-320-



    	 



    

 


Corresponding REMIC II
Regular Interest for such REMIC III Component. In each case, if such distribution on any such Class of Certificates was a distribution
of accrued interest, of principal, of additional interest (in the form of one or more Additional Yield Amounts) or in reimbursement
of any Realized Losses and Additional Trust Fund Expenses previously allocated to a Class of Principal Balance Certificates or
the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, then the corresponding distribution deemed
to be made on a REMIC II Regular Interest pursuant to the preceding sentence (and, if applicable the next paragraph) shall be deemed
to also be, respectively, a distribution of accrued interest, of principal, of additional interest (in the form of one or more
Additional Yield Amounts) or in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously allocated to
REMIC III in respect of such REMIC II Regular Interest.


 


The actual distributions
made by the Certificate Administrator on each Distribution Date in respect of the Regular Certificates and the Class A-S Regular
Interest, Class B Regular Interest and Class C Regular Interest pursuant to Section 4.01(a) or Section 4.01(c) above,
as applicable, shall be deemed to have been so made from the amounts deemed distributed with respect to the REMIC II Regular Interests
on such Distribution Date pursuant to this Section 4.01(i). Notwithstanding the deemed distributions on the REMIC II Regular
Interests described in this Section 4.01(i), actual distributions of funds from the REMIC Sub-Account of the Distribution
Account shall be made only in accordance with Section 4.01(a) or Section 4.01(c) above, as applicable.


 


(j)            On
each Distribution Date, including the Final Distribution Date, the Available Distribution Amount for such date shall be deemed
to have first been distributed from REMIC I to REMIC II in respect of the REMIC I Regular Interests, in each case to the extent
of the remaining portions of such funds, for the following purposes and in the following order of priority:


 


(i)            as
deemed distributions of interest with respect to all the REMIC I Regular Interests, up to an amount equal to, and pro rata
in accordance with, all Uncertificated Distributable Interest with respect to each REMIC I Regular Interest for such Distribution
Date and, to the extent not previously deemed distributed, for all prior Distribution Dates;


 


(ii)           as
deemed distributions of principal with respect to all the REMIC I Regular Interests, up to an amount equal to, and pro rata
in accordance with, as to each such REMIC I Regular Interest, the portion of the Principal Distribution Amount for such Distribution
Date attributable to the related Mortgage Loan(s) or REO Mortgage Loan(s); and


 


(iii)          as
deemed distributions with respect to all the REMIC I Regular Interests, up to an amount equal to, pro rata in accordance
with, and in reimbursement of, any Realized Losses, Additional Trust Fund Expenses and Trust Advisor Expenses previously allocated
to each such REMIC I Regular Interest (with compounded interest).


 


The portion of each Prepayment
Premium and Yield Maintenance Charge that is distributed to any Class of Regular Certificates or the Class A-S Regular Interest,
Class B Regular Interest or Class C Regular Interest on any Distribution Date shall, in each case, be


 



    	-321-



    	 



    

 




deemed to have
been distributed from REMIC I to REMIC II in respect of the REMIC I Regular Interest(s) corresponding to the prepaid Mortgage Loan
or REO Mortgage Loan, as the case may be, in respect of which such Prepayment Premium or Yield Maintenance Charge was received
or deemed received.


 


The actual distributions
made by the Certificate Administrator on each Distribution Date in respect of the Regular Certificates or the Class A-S Regular
Interest, Class B Regular Interest or Class C Regular Interest pursuant to Section 4.01(a) or Section 4.01(c)
above, as applicable, shall be deemed to have been so made from the amounts deemed distributed with respect to the REMIC I Regular
Interests on such Distribution Date pursuant to this Section 4.01(j). Notwithstanding the deemed distributions on the
REMIC I Regular Interests described in this Section 4.01(j), actual distributions of funds from the REMIC Sub-Account
of the Distribution Account shall be made only in accordance with Section 4.01(a) or Section 4.01(c) above,
as applicable.


 


Section 4.02          Distribution
Date Statements; Servicer Reporting.


 


(a)          Distribution
Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable
Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare
(or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged
Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by
first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth
in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution
Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate
and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate
Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters,
the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such
Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate
Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming
to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period
that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein
until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting
requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the Commission
shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates.


 


(ii)          On
each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons)
via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to
the general public (and not in furtherance of the distribution thereof under the


 






    	-322-



    	 



    

 


securities laws), the prospectus supplement, the
prospectus, and this Agreement, and (z) any Exchange Act reports filed with the Commission. In addition, if the Depositor
so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator
shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s
Website.


 


(iii)          The
applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide (in electronic media) to each Serviced
Pari Passu Companion Loan Holder and, upon reasonable request, to any Certificateholder identified to the applicable Master Servicer
to the applicable Master Servicer’s reasonable satisfaction (at the expense of such Certificateholder) copies of any appraisals,
operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained
by the applicable Master Servicer or the applicable Special Servicer, and, with respect to any Serviced Pari Passu Companion Loan
Holder, any other information regarding the related Serviced Loan Combination provided by such Master Servicer or such Special
Servicer to any other party hereunder, at the same time such information is provided to any such party; provided that, in
connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder
of Certificates or a beneficial holder of Book-Entry Certificates or a Serviced Pari Passu Companion Loan Holder or a regulator
or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower.


 


(iv)          Upon
the reasonable request of any Subordinate Class Certificateholder identified to the applicable Master Servicer (in the case
of a Performing Mortgage Loan) or the applicable Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the
applicable Master Servicer’s or applicable Special Servicer’s reasonable satisfaction (at the expense of such
Subordinate Class Certificateholder) and such information is in the applicable Master Servicer’s or applicable Special
Servicer’s possession, the applicable Master Servicer or applicable Special Servicer shall provide or make available
(or forward electronically) to such Subordinate Class Certificateholder (at the expense of such Subordinate Class
Certificateholder) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to such Subordinate Class Certificateholder through the Certificate Administrator’s Website) relating to any Excluded Controlling Class Loan with respect to which such
Subordinate Class Certificateholder is not an Excluded Controlling Class Holder; provided that, in connection
therewith, the applicable Master Servicer or applicable Special Servicer may require a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer or applicable
Special Servicer, generally to the effect that such Person is a Subordinate Class Certificateholder, will keep such Excluded
Information confidential and is not a Borrower Party, upon which the applicable Master Servicer or the applicable Special
Servicer may conclusively rely. In addition, the applicable Master Servicer and the applicable Special Servicer shall be
entitled to conclusively rely on delivery from a Subordinate Class Certificateholder, as applicable, of an investor
certification


 






    	-323-



    	 



    

 


substantially in the form of Exhibit K-2B that such Subordinate Class Certificateholder is not an Excluded Controlling Class
Holder with respect to a particular Mortgage Loan.


 


The Certificate Administrator
shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received
the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator
shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable
Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable
Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness
of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included
in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special
Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer
or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided
by a Borrower, a third party or each other.


 


During any period that
reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act,
each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed
to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented
on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient
shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of
any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered
Certificates pursuant to Section 5 of the Securities Act of 1933.”


 


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available
on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator
may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source.


 


In connection with providing
access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance
of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance
for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be
liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website
can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526 or such other number as the
Certificate Administrator may hereinafter specify.


 


The Certificate Administrator
shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties
for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems


 






    	-324-



    	 



    

 


appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


Notwithstanding the foregoing,
unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable
Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written
reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If
the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or
non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation
thereof.


 


(b)          Certain Tax-Related
Reporting to Certificateholders by the Certificate Administrator. Within a reasonable period of time after the end of each
calendar year, the Certificate Administrator shall prepare, or cause to be prepared, and mail to each Person who at any time during
the calendar year was a Certificateholder (i) a statement containing the aggregate information set forth in items 3, 4 and
14 of Exhibit G-2 hereto for such calendar year or applicable portion thereof during which such person was a Certificateholder
and (ii) such other customary information as the Certificate Administrator deems necessary or desirable for Certificateholders
to prepare their federal, state and local income tax returns, including the amount of original issue discount accrued on the Certificates,
if applicable. The obligations of the Certificate Administrator in the immediately preceding sentence shall be deemed to have been
satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to
any requirements of the Code. As soon as practicable following the request of any Certificateholder in writing, the Certificate
Administrator shall furnish to such Certificateholder such information regarding the Mortgage Loans and the Mortgaged Properties
as such Certificateholder may reasonably request and, as has been furnished to, or may otherwise be in the possession of, the Certificate
Administrator. Each of the applicable Master Servicer and the applicable Special Servicer shall promptly provide to the Depositor
and the Certificate Administrator such information regarding, in the case of the applicable Master Servicer, the Mortgage Loans
and the Mortgaged Properties and, in the case of the applicable Special Servicer, the Specially Serviced Mortgage Loans and the
Administered REO Properties, as the case may be, in any event as such party may reasonably request and that has been furnished
to, or may otherwise be in the possession of, the applicable Master Servicer or the applicable Special Servicer, as the case may
be.


 


(c)          CREFC®
Loan Periodic Update Files. Not later than 2:00 p.m. (New York City time) on the second Business Day following each Determination
Date (which is also the second Business Day preceding the related Distribution Date), each Master Servicer shall deliver to the
Certificate Administrator the CREFC® Loan Periodic Update File, combining information with respect to the Mortgage Loans for
which it acts as Master Servicer, reflecting information as of the close of business on such Determination Date. The CREFC®
Loan Periodic Update File delivered by the Master Servicers as described above shall be in an electronic format that is mutually
acceptable to the applicable Master Servicer and the Certificate Administrator.


 






    	-325-



    	 



    

 


Notwithstanding the foregoing,
the parties agree that the CREFC® Loan Periodic Update File required to be delivered by each Master Servicer in October 2015
will be based solely upon information generated from actual collections received by such Master Servicer or that are remitted to
such Master Servicer from any Non-Trust Master Servicer and from information that the respective Mortgage Loan Sellers deliver
or cause to be delivered to such Master Servicer (including but not limited to information prepared by third-party servicers of
the subject Mortgage Loans with respect to the period prior to the Closing Date). The applicable Special Servicer shall from time
to time (and, in any event, upon request) provide the applicable Master Servicer with such information in its possession regarding
the Specially Serviced Mortgage Loans and Administered REO Properties as may be reasonably necessary for the applicable Master
Servicer to prepare each report and any supplemental information to be provided by the applicable Master Servicer to the Certificate
Administrator.


 


(d)          CREFC® Operating
Statement Analysis Report, CREFC® Financial Files, CREFC® Comparative Financial Status Reports and CREFC® NOI Adjustment
Worksheets. The applicable Master Servicer shall prepare and maintain a CREFC® Operating Statement Analysis Report and a CREFC®
NOI Adjustment Worksheet with respect to each Mortgaged Property that secures a Serviced Mortgage Loan that is not a Specially
Serviced Mortgage Loan and the applicable Special Servicer shall prepare and maintain a CREFC® Operating Statement Analysis
Report and a CREFC® NOI Adjustment Worksheet with respect to each Specially Serviced Mortgage Loan and Administered REO Property,
in each case in accordance with the provisions described below. As to quarterly (that is, not annual) periods, within 105 calendar
days after the end of each of the first three calendar quarters (in each year) for the trailing or quarterly information received,
commencing with respect to the quarter ending on March 31, 2016, the applicable Master Servicer (in the case of Mortgaged Properties
that secure Serviced Mortgage Loans that are not Specially Serviced Mortgage Loans) or the applicable Special Servicer (in the
case of Mortgaged Properties securing Specially Serviced Mortgage Loans and Administered REO Properties) shall, based upon the
operating statements or rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) received (if and to the extent
received) and covering such calendar quarter, prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis
Report and the CREFC® Comparative Financial Status Report for each related Mortgaged Property and/or REO Property, using the
normalized quarterly and normalized year-end operating statements and rent rolls (or, with respect to Co-op Mortgage Loans, maintenance
schedules) received from the related Borrower; provided, however, that the analysis with respect to the first calendar quarter
of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood
that as of the date hereof, the applicable CREFC® guidelines provide that the analysis with respect to the first calendar quarter
(in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis,
or if the related Mortgage Loan is on the CREFC® Servicer Watch List). As to annual (that is, not quarterly) periods, not later
than the second Business Day following the Determination Date occurring in June of each year (beginning in 2016 for year-end 2015),
the applicable Master Servicer (in the case of Mortgaged Properties securing Serviced Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the applicable Special Servicer (in the case of Mortgaged Properties securing Specially Serviced Mortgage Loans
and Administered REO Properties) shall, based upon the most recently available normalized year-end financial statements and most
recently available rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) 


 






    	-326-



    	 



    

 


received (if and to the extent
(i) such information has been received and (ii) any such information in the form of normalized year-end financial statements
has been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC®
Investor Reporting Package) not less than thirty (30) days prior to such second Business Day, prepare (or, if previously prepared,
update) the CREFC® Operating Statement Analysis Report, the CREFC® Comparative Financial Status Report and a CREFC®
NOI Adjustment Worksheet for each related Mortgaged Property and/or REO Property; provided that any analysis or update shall be
performed in accordance with the then-current applicable CREFC® guidelines. With respect to Specially Serviced Mortgage Loans,
such CREFC® Operating Statement Analysis Report will include the following statement: “This Mortgage Loan was transferred
to the Special Servicer on [DATE]. Any questions relating to the operating results reported on this statement should be directed
to the Special Servicer while the loan is a Specially Serviced Mortgage Loan.”


 


The applicable Master
Servicer and the applicable Special Servicer shall each remit electronically an image of each CREFC® Operating Statement Analysis
Report and/or each CREFC® NOI Adjustment Worksheet prepared or updated by it (promptly following initial preparation and each
update thereof), together with the underlying operating statements and rent rolls (or, with respect to Co-op Mortgage Loans, maintenance
schedules) to the Subordinate Class Representative (other than with respect to any Excluded Loan), the Certificate Administrator
(upon request) and, in the case of such a report prepared or updated by the applicable Master Servicer, the applicable Special
Servicer. The Certificate Administrator shall, upon request from the applicable Master Servicer or the applicable Special Servicer
and, to the extent such items have been delivered to the Certificate Administrator by the applicable Master Servicer or the applicable
Special Servicer, make such report (and any underlying operating statements and rent rolls or, with respect to Co-op Mortgage Loans,
maintenance schedules) available to Certificateholders pursuant to Section 8.12(b).


 


With respect to a Non-Trust-Serviced
Pooled Mortgage Loan, the applicable Master Servicer shall deliver information comparable to the above-described information to
the same Persons as described above in this Section 4.02(d) and according to the same time frames as described above
in this Section 4.02(d), with reasonable promptness following such applicable Master Servicer’s receipt of such
information from the related Non-Trust Master Servicer under the applicable Non-Trust Pooling and Servicing Agreement.


 


If, with respect to any
Performing Serviced Mortgage Loan, the applicable Special Servicer has any questions for the related Borrower based upon the information
delivered to the applicable Special Servicer pursuant to Section 3.12(a) or this Section 4.02(d), the applicable
Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with
the applicable Special Servicer in assisting the applicable Special Servicer in the applicable Special Servicer’s efforts
to contact and solicit information from such Borrower.


 


(e)          Reporting by
the Special Servicers. Not later than 1:00 p.m. (New York City time) on the first Business Day following each Determination
Date following the earliest date on which any Mortgage Loan has become a Specially Serviced Mortgage Loan, the applicable Special
Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the CREFC® Special Servicer Loan
File, providing the required information as


 






    	-327-



    	 



    

 


of such Determination Date. In addition, the applicable Special Servicer shall from
time to time provide the applicable Master Servicer with such information in the applicable Special Servicer’s possession
regarding any Specially Serviced Mortgage Loan or Administered REO Property as may be requested by the applicable Master Servicer
and is reasonably necessary for the applicable Master Servicer to prepare each report and any supplemental information required
to be provided by the applicable Master Servicer to the Certificate Administrator. The applicable Special Servicer, subject to
the limitations on delivery of Privileged Communications, shall deliver to the Trust Advisor such reports and other information
produced or otherwise available to the Majority Subordinate Certificateholder, or Certificateholders generally, requested by the
Trust Advisor in support of its obligations under this Agreement. Notwithstanding the foregoing, the applicable Special Servicer
shall not be required to prepare and deliver any of such files or reports with respect to the initial Determination Date following
the Closing Date.


 


(f)          Other Reporting
by the Master Servicers. Not later than 2:00 p.m. (New York City time) on the Business Day immediately preceding each Distribution
Date, each Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Certificate
Administrator a CREFC® Financial File, a CREFC® Property File and a CREFC® Comparative Financial Status Report, providing
the most recent information with respect to the Mortgage Loans and REO Properties serviced by such Master Servicer as of the related
Determination Date and, in each case, if applicable, identifying each subject Mortgage Loan by loan number and property name. Each
CREFC® Financial File, CREFC® Property File and CREFC® Comparative Financial Statement Report delivered by any Master
Servicer as described above shall be in electronic format.


 


Not later than 2:00 p.m.
(New York City time) on the Business Day immediately preceding each Distribution Date, the applicable Master Servicer shall deliver
or cause to be delivered, and shall prepare (if any to the extent necessary) and deliver or cause to be delivered to the Certificate
Administrator, in electronic format, a CREFC® Delinquent Loan Status Report, a CREFC® Historical Loan Modification and
Corrected Mortgage Loan Report, a CREFC® Loan Level Reserve/LOC Report, a CREFC® REO Status Report, a CREFC® Operating
Statement Analysis Report, a CREFC® Comparative Financial Status Report, a CREFC® Servicer Watch List, a CREFC® NOI
Adjustment Worksheet, a CREFC® Total Loan Report, a CREFC® Advance Recovery Report and a Realized Loss Template, in each
case providing the most recent information with respect to the Mortgage Loans and REO Properties as of the related Determination
Date and, in each case, if applicable, identifying each subject Mortgage Loan by loan number and property name. Notwithstanding
the foregoing, the applicable Master Servicer shall not be required to prepare and deliver any of such files or reports with respect
to the initial Determination Date following the Closing Date.


 


The applicable Master
Servicer may, but is not required to, make any of the reports or files comprising the CREFC® Investor Reporting Package prepared
by it available each month on the applicable Master Servicer’s internet website only with the use of a password, in which
case the applicable Master Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance
of such password shall be deemed to have agreed not to disclose such password to any other Person, (ii) the Subordinate Class
Representative, and (iii) each Certificateholder and Certificate Owner who requests such password, provided that (A) the
applicable Master Servicer shall not have such authority to the extent such disclosure


 






    	-328-



    	 



    

 


would violate another provision of this
Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without
limitation, any Privileged Information), applicable law or the related Mortgage Loan Documents and (B) any such Certificateholder
or Certificate Owner, as the case may be, has delivered a certification substantially in the form of Exhibit K-1A or
Exhibit K-1B, as applicable, to the Certificate Administrator (with a copy to the applicable Master Servicer). In connection
with providing such access to its internet website, the applicable Master Servicer may require registration and the acceptance
of a reasonable disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include,
to the extent the applicable Master Servicer deems necessary or appropriate, conditioning access on execution of a reasonable agreement
governing the availability, use and disclosure of such information, and which may provide indemnification to the applicable Master
Servicer for any liability or damage that may arise therefrom. For the avoidance of doubt, the foregoing sentence shall not be
construed to limit any right to receive information already provided for in this Agreement.


 


(g)          Certain General
Provisions Regarding Reporting. The applicable Special Servicer shall deliver to the applicable Master Servicer(s) the reports
and files required to be delivered pursuant to Section 4.02(d) and Section 4.02(e) and the applicable Master
Servicer(s) shall deliver to the Certificate Administrator the reports set forth in Section 4.02(c) and Section 4.02(f),
in an electronic format reasonably acceptable to the applicable Special Servicer, the applicable Master Servicer and the Certificate
Administrator. The applicable Master Servicer may, absent manifest error, conclusively rely on the file to be provided by the applicable
Special Servicer pursuant to Section 4.02(e). The Certificate Administrator may, absent manifest error, conclusively
rely on the reports to be provided by the applicable Master Servicer pursuant to Section 4.02(c) and Section 4.02(f).
To the extent that any report to be prepared and provided to the Certificate Administrator and/or the Subordinate Class Representative
by the applicable Master Servicer pursuant to Section 4.02(c), Section 4.02(d) or Section 4.02(f)
is dependent on information from the applicable Special Servicer or a party under a Non-Trust Pooling and Servicing Agreement and
the applicable Special Servicer or such party under a Non-Trust Pooling and Servicing Agreement (as the case may be) has not timely
provided such information to the applicable Master Servicer, the applicable Master Servicer shall on a timely basis provide to
the Certificate Administrator, the Subordinate Class Representative as complete a report as the information provided by the applicable
Special Servicer or such party under a Non-Trust Pooling and Servicing Agreement (as the case may be) permits and shall promptly
update and provide to the Certificate Administrator and the Subordinate Class Representative a complete report when the applicable
Special Servicer or such party under a Non-Trust Pooling and Servicing Agreement (as the case may be) provides the applicable Master
Servicer with the requisite missing information; and the applicable Master Servicer shall not be in breach hereunder for so providing
an incomplete report under Section 4.02(c), Section 4.02(d) or Section 4.02(f) under the foregoing
circumstances. Furthermore, if any report to be provided to the Certificate Administrator and/or the Subordinate Class Representative
by the applicable Master Servicer pursuant to Section 4.02(c), Section 4.02(d) or Section 4.02(f)
was to be prepared by the applicable Special Servicer and delivered to the applicable Master Servicer, the applicable Master Servicer
shall not be in breach by reason of any delay in its delivery of such report to the Certificate Administrator, the Subordinate
Class Representative and/or the Majority Subordinate Certificateholder by reason of a delay on the part of the applicable Special
Servicer; and the applicable Master Servicer shall deliver as promptly as reasonably practicable to the Certificate


 






    	-329-



    	 



    

 


Administrator,
the Subordinate Class Representative and the Majority Subordinate Certificateholder any such report that it receives from the applicable
Special Servicer after the requisite delivery date.


 


(h)          Certain Means
of Delivery. Except to the extent a form of delivery is specified in this Agreement, if the applicable Master Servicer or the
applicable Special Servicer is required to deliver any statement, report or information under any provision of this Agreement,
the applicable Master Servicer or the applicable 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 applicable Master Servicer’s
internet website or the Certificate Administrator’s Website and notifying the Person(s) entitled to such statement, report
or information of such availability. Notwithstanding the foregoing, (A) the Certificate Administrator, the Trustee, the applicable
Master Servicer and the applicable Special Servicer may each request delivery in paper format of any statement, report or information
required to be delivered to the Certificate Administrator, the Trustee or the applicable Special Servicer, as the case may be,
(B) any statement, report or information under any provision of this Agreement to be posted to the Certificate Administrator’s
Website or the Rule 17g-5 Information Provider’s Website shall be delivered to the Certificate Administrator or the Rule
17g-5 Information Provider, as the case may be, in electronic format pursuant to Section 8.12(b) or Section 8.12(c),
as applicable, and (C) clause (z) shall not apply to the delivery of any information required to be delivered
to the Certificate Administrator, the Trustee or the applicable Special Servicer, as the case may be, unless the Certificate Administrator,
the Trustee or the applicable Special Servicer, as the case may be, consents to such delivery.


 


(i)          During any period
that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, access to information regarding the Trust on the applicable Master Servicer’s internet website will be conditioned to
the party attempting to gain such access electronically agreeing to keep confidential any such information that has not been filed
with the Commission.


 


(j)          No provisions
of this Agreement shall be deemed to require the applicable Master Servicer or the applicable Special Servicer to confirm or make
any representation regarding the accuracy of (or to be liable or responsible for) any other Person’s information or report.


 


(k)          The applicable
Master Servicer shall produce the reports required of it under this Agreement but shall not be required to (but may upon request)
produce any ad hoc non-standard written reports. If the applicable Master Servicer elects to provide any non-standard reports,
it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


(l)          Notwithstanding
anything in this Section 4.02 to the contrary, in preparing and disseminating any of the statements, reports and other
information required under this Section 4.02, insofar as such statements, reports and other information relate to a
Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the applicable Master Servicer, absent manifest error, shall
be entitled to rely upon the information received by it under


 






    	-330-



    	 



    

 


the related Intercreditor Agreement and/or the related Non-Trust
Pooling and Servicing Agreement.


 


(m)          Each of the parties
hereto shall cooperate with the other to make information available that may be necessary to satisfy the requirements of subsection (d)(4)(i)
of Rule 144A.


 


(n)          With respect to
any Serviced Loan Combination, the applicable Master Servicer shall deliver or cause to be delivered to the related Serviced Pari
Passu Companion Loan Holder (or its designee) or, after the securitization of any Serviced Pari Passu Companion Loan, to the related
Other Master Servicer, the Certificate Administrator (upon request), the applicable Special Servicer and the Subordinate Class
Representative the following materials, in writing or by electronic means reasonably acceptable to the related Serviced Pari Passu
Companion Loan Holder(s) (or its designee) (and such reports may include any reasonable disclaimers with respect to information
provided by third parties or with respect to assumptions required to be made in the preparation of such reports as the applicable
Master Servicer deems appropriate) not later than two (2) Business Days after the end of each Collection Period (but, in the case of (1) a Serviced Pari Passu Companion Loan (other than the 40 Wall Street Pari Passu Companion
Loans) that has been included in an Other Securitization, in any event no later than the applicable remittance
date contemplated by the related Intercreditor Agreement or (2)  a40 Wall Street Pari Passu Companion Loan, in any event no later than the Business Day prior to the applicable remittance date contemplated by the related Intercreditor
Agreement (or, in the case of clause (1) and (2), if no remittance date is so contemplated, no later than any applicable Serviced
Pari Passu Companion Loan Early Remittance Date)):


 


(i)           the
amount of the distributions made on the respective interests in such Serviced Loan Combination for such period allocable to interest
(separately identifying Default Interest) and the amount thereof allocable to principal;


 


(ii)          if
the amount of the distributions to any related Serviced Pari Passu Companion Loan Holder(s) was less than the full amount that
would have been distributable to such Serviced Pari Passu Companion Loan Holder if there had been sufficient funds, the amount
of the shortfall, stating separately the amounts allocable to interest and principal;


 


(iii)         the
outstanding principal balance of such Serviced Loan Combination and the Serviced Pari Passu Companion Loan therein immediately
following payment for such period;


 


(iv)         the
aggregate amount of unscheduled payments of principal received on such Serviced Loan Combination and the allocation thereof to
each interest in such Serviced Loan Combination (and the source thereof) made during the related period;


 


(v)          the
aggregate outstanding Servicing Advances with respect to such Serviced Loan Combination and interest thereon as of the end of,
and all interest paid on Servicing Advances with respect to such Serviced Loan Combination during, the prior calendar month;


 


(vi)         the
amount of the servicing compensation paid to the applicable Master Servicer and the applicable Special Servicer with respect to
such Serviced Loan Combination, including the Master Servicing Fee, the Special Servicing Fee, any


 






    	-331-



    	 



    

 


Workout Fee, any Liquidation
Fee (other than any Liquidation Fee due in respect of the Mortgage Loan) and any charges to the related Borrower retained by the
applicable Master Servicer or the applicable Special Servicer as allocated between the Mortgage Loan and any Serviced Pari Passu
Companion Loan in such Serviced Loan Combination;


 


(vii)        the
amount of any shortfalls in distributions to the holders of the Mortgage Loan and any Serviced Pari Passu Companion Loan in the
related Serviced Loan Combination for such period and the amount of any outstanding amounts due on the such Mortgage Loan and Serviced
Pari Passu Companion Loan for prior periods;


 


(viii)       information
contained in the CREFC® Investor Reporting Package relating solely to any related Serviced Loan Combination; and


 


(ix)          any
and all other reports required to be delivered by the applicable Master Servicer to the Trustee hereunder pursuant to the terms
hereof or of the related Intercreditor Agreement to the extent related to such Serviced Loan Combination.


 


(o)          No provision of
this Agreement shall be construed to prohibit or restrict the Depositor or its designee from delivering or furnishing any reports,
certificates or other information of any nature to the Rating Agency or any other credit rating agency.


 


Section 4.03          P&I
Advances.  (a) On or before 1:00 p.m. (New York City time) on each P&I Advance Date, the applicable Master Servicer
shall, subject to Section 4.03(c), either (i) remit from its own funds to the Certificate Administrator for deposit
into the Distribution Account an amount equal to the aggregate amount of P&I Advances with respect to Mortgage Loans and successor
REO Mortgage Loans serviced by such Master Servicer, if any, to be made by the applicable Master Servicer in respect of the related
Distribution Date, (ii) apply amounts held in the Collection Account for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make such P&I Advances, or (iii) make such P&I Advances in the form
of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the applicable Master
Servicer; provided, however, that to the extent that amounts on deposit in the Collection Account were insufficient
to pay the CREFC® License Fee on the related Master Servicer Remittance Date, the related Master Servicer shall apply any
P&I Advances required to be made by it on such P&I Advance Date pursuant to this Section 4.03 to pay the balance
of such CREFC® License Fee. Any amounts held in the Collection Account for future distribution and so used to make P&I
Advances shall be appropriately reflected in the applicable Master Servicer’s records and replaced by the applicable Master
Servicer by deposit in the Collection Account prior to the next succeeding Master Servicer Remittance Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent principal and interest in respect of which such
P&I Advances were made). If, as of 3:30 p.m. (New York City time) on any P&I Advance Date, the applicable Master Servicer
shall not have made any P&I Advance required to be made by it on such date pursuant to this Section 4.03(a) (and
shall not have delivered to the Certificate Administrator and the Trustee the Officer’s Certificate and other documentation
related to a determination of nonrecoverability of a P&I Advance pursuant to Section 4.03(c) below) or shall not
have remitted any portion of the Master Servicer Remittance Amount required to be remitted by such Master Servicer on such date,
then the Certificate Administrator shall provide notice of such


 






    	-332-



    	 



    

 


failure to the applicable Master Servicer by facsimile transmission
(with respect to the General Master Servicer, at facsimile number: (704) 715-0034, and with respect to the NCB Master Servicer,
at (703) 647-3470) and by telephone (with respect to the General Master Servicer, at (800) 326-1334, and with respect to the NCB
Master Servicer, at (703) 302-8851) and, in the case of the NCB Master Servicer, by email (at WFCM2015LC22@ncb.com) as soon as
possible, but in any event before 4:30 p.m. (New York City time) on such P&I Advance Date. If after such notice the Certificate
Administrator does not receive the full amount of such P&I Advances by 9:00 a.m. (New York City time) on the related Distribution
Date, then the Certificate Administrator shall promptly notify the Trustee (but in any event before 10:00 a.m. (New York City
time) and the Trustee shall (not later than 12:00 noon, New York City time, on the related Distribution Date) make the portion
of such P&I Advances that was required to be, but was not, made or remitted, as the case may be, by the applicable Master
Servicer with respect to the related Distribution Date.


 


With respect to any Mortgage
Loan that is part of a Serviced Loan Combination, the applicable Master Servicer or Trustee, as applicable, shall provide the Other
Master Servicer and the Other Trustee under the Other Securitization with written notice of any P&I Advance relating to such
Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


(b)          The aggregate
amount of P&I Advances to be made by each Master Servicer (or by the Trustee, if the applicable Master Servicer fails to do
so) in respect of any Distribution Date, subject to Section 4.03(c) below, shall equal the aggregate of all Monthly
Payments (other than Balloon Payments) and any Assumed Monthly Payments, in each case net of any related Master Servicing Fees
(and, in the case of a Non-Trust-Serviced Pooled Mortgage Loan or REO Mortgage Loan that is a successor thereto, the Non-Trust
Primary Servicing Fee and Non-Trust Trust Advisor fee payable under the related Non-Trust Pooling and Servicing Agreement), due
or deemed due and net of any Post-ARD Additional Interest, as the case may be, in respect of the Mortgage Loans for which it is
acting as Master Servicer and any successor REO Mortgage Loans with respect thereto on their respective Due Dates occurring in
the month in which such Distribution Date occurs, in each case to the extent such amount was not Received by the Trust as of the
close of business on the related Determination Date; provided that, if an Appraisal Reduction Amount exists with respect
to any Required Appraisal Loan, then the interest portion of any P&I Advance required to be made in respect of such Required
Appraisal Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction
in the principal portion of such P&I Advance) to equal the product of (i) the amount of the interest portion of such P&I
Advance that would otherwise be required to be made in respect of such Required Appraisal Loan for such Distribution Date without
regard to this proviso, multiplied by (ii) a fraction, expressed as a percentage, the numerator of which shall equal
the Stated Principal Balance of such Required Appraisal Loan immediately prior to such Distribution Date, net of the related Appraisal
Reduction Amount, and the denominator of which shall equal the Stated Principal Balance of such Required Appraisal Loan immediately
prior to such Distribution Date.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the applicable Master Servicer (or, if applicable, the Trustee)
that a prior P&I Advance (or Unliquidated Advance in respect thereof) that it has made


 






    	-333-



    	 



    

 


constitutes a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be made by such
Person subject to the Servicing Standard or, in the case of the Trustee, in its reasonable, good faith judgment. In making such
recoverability determination, such Person will be entitled to consider (among other things) the obligations of the Borrower under
the terms of the related Mortgage Loan as it may have been modified, to consider (among other things) the related Mortgaged Properties
in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among
other things) future expenses and to estimate and consider (among other things) the timing of recoveries. In addition, any such
Person may update or change its recoverability determinations at any time and may obtain from the applicable Special Servicer any
analysis, Appraisals or market value estimates or other information in the possession of the applicable Special Servicer for such
purposes. Any determination by the applicable Master Servicer (or, if applicable, the Trustee) that it has made a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be evidenced
by an Officer’s Certificate delivered to the Depositor, the applicable Special Servicer, the Certificate Administrator, the
Subordinate Class Representative and, if made by the applicable Master Servicer, the Trustee (on or before the related P&I
Advance Date in the case of a proposed P&I Advance) and, if such Nonrecoverable P&I Advance is with respect to a Mortgage
Loan in any Serviced Loan Combination, the Serviced Pari Passu Companion Loan Holder(s) or, following the securitization of a related
Serviced Pari Passu Companion Loan, the Other Master Servicer (if applicable), setting forth the basis for such determination,
accompanied by a copy of an Appraisal of the related Mortgaged Property or REO Property performed within the nine (9) months preceding
such determination by a Qualified Appraiser, and further accompanied by any other information, including engineers’ reports,
environmental surveys or similar reports, that the Person making such determination may have obtained. A copy of any such Officer’s
Certificate (and accompanying information) of the Trustee shall also be promptly delivered to the Certificate Administrator, the
Subordinate Class Representative, the Majority Subordinate Certificateholder, the applicable Special Servicer and the applicable
Master Servicer for the subject Mortgage Loan and, with respect to any Serviced Loan Combination, the Serviced Pari Passu Companion
Loan Holder(s) and the Other Master Servicer (if applicable). Absent bad faith, the applicable Master Servicer’s determination
as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders and, in all cases, the
Trustee shall be entitled to conclusively rely on any nonrecoverability determination made by the applicable Master Servicer with
respect to a particular P&I Advance. The applicable Special Servicer shall promptly furnish any party required to make P&I
Advances hereunder or, in the case of a Serviced Pari Passu Companion Loan, comparable advances under the terms of the Other Pooling
and Servicing Agreement, with any information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties
as such party required to make P&I Advances may reasonably request. The applicable Master Servicer shall consider Unliquidated
Advances in respect of prior P&I Advances as outstanding Advances for purposes of recoverability determinations as if such
Unliquidated Advance were a P&I Advance.


 


The applicable Special
Servicer for each Mortgage Loan shall also be entitled to make a determination at its option and in its sole discretion (subject
to the same standards and procedures that apply in connection with a determination by the applicable Master Servicer) to the effect
that a prior P&I Advance (or Unliquidated Advance in respect thereof) previously


 






    	-334-



    	 



    

 


made hereunder by the applicable Master Servicer
(or, if applicable, the Trustee) constitutes a Nonrecoverable P&I Advance or that any proposed P&I Advance by the applicable
Master Servicer (or, if applicable, the Trustee), if made, would constitute a Nonrecoverable P&I Advance, in which case, after
written notice of such determination by the applicable Special Servicer to the applicable Master Servicer and the Trustee, such
P&I Advance shall constitute a Nonrecoverable P&I Advance for all purposes of this Agreement and the applicable Master
Servicer and the Trustee shall conclusively rely on such determination by the applicable Special Servicer that a P&I Advance
is a Nonrecoverable Advance; provided that in no event shall a determination by a Special Servicer that a previously made
or proposed P&I Advance would be recoverable be binding on a Master Servicer or the Trustee. A copy of any Officer’s
Certificate (and accompanying information) of the applicable Special Servicer in support of its determination shall be promptly
delivered to the applicable Master Servicer for the subject Mortgage Loan. The applicable Special Servicer may update or change
its recoverability determination at any time.


 


(d)          In the case of
each Mortgage Loan, the applicable Master Servicer and the Trustee shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of each P&I Advance made thereby (with its own funds), to the extent
that such P&I Advance (i) relates to a Monthly Payment or Assumed Monthly Payment in respect of a Mortgage Loan that is
a Past Grace Period Loan or an REO Mortgage Loan when made, in which case such interest shall begin to accrue from the related
P&I Advance Date, or (ii) is made with respect to a Within Grace Period Loan and remains outstanding when the subject
Mortgage Loan becomes a Past Grace Period Loan in respect of the subject Monthly Payment or Assumed Monthly Payment, in which case
such interest shall begin to accrue when the subject Mortgage Loan becomes a Past Grace Period Loan in respect of the subject Monthly
Payment or Assumed Monthly Payment, in either case, for so long as such P&I Advance is outstanding (or, in the case of Advance
Interest payable to the applicable Master Servicer, if earlier, until the Late Collection of the delinquent principal and/or interest
in respect of which such P&I Advance was made has been Received by the Trust). Such interest with respect to any P&I Advance
shall be payable: (i) first, in accordance with Section 3.05 and 3.25, out of any Default Charges
subsequently collected on the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance relates; and (ii) then,
after such P&I Advance is reimbursed, but only if and to the extent that such Default Charges are insufficient to cover such
Advance Interest, out of general collections on the Mortgage Loans and REO Properties on deposit in the Collection Account. The
applicable Master Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse itself or the Trustee,
as applicable, for any outstanding P&I Advance made thereby with respect to any Mortgage Loan or REO Mortgage Loan as soon
as practicable after funds available for such purpose are deposited in the Collection Account, and in no event shall interest accrue
in accordance with this Section 4.03(d) on any P&I Advance as to which the corresponding Late Collection was received
by or on behalf of the Trust as of the related P&I Advance Date.


 


(e)          With respect to
any Serviced Loan Combination, the applicable Master Servicer will be permitted to make its determination that it has made a P&I
Advance on the related Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with Section 4.03(a) independently
of any determination made in


 






    	-335-



    	 



    

 


respect of the related Serviced Pari Passu Companion Loan, by the related Other Master Servicer. If
the applicable Master Servicer determines that a proposed P&I Advance with respect to such Serviced Loan Combination, if made,
or any outstanding P&I Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance or if the applicable Master Servicer subsequently determines that a proposed Servicing Advance would be a Nonrecoverable
Advance or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, or if the applicable Master Servicer receives
written notice from the applicable Special Servicer for such Serviced Loan Combination that such Special Servicer has made such
a determination, pursuant to this Section 4.03(e), the applicable Master Servicer shall promptly provide the related
Other Master Servicer written notice of such determination. If the applicable Master Servicer receives written notice from any
related Other Master Servicer that such Other Master Servicer has determined, with respect to the related Serviced Pari Passu Companion
Loan, that any proposed advance of principal and/or interest with respect to such Serviced Pari Passu Companion Loan would be,
or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such determination
shall not be binding on the Certificateholders, the applicable Master Servicer or the Trustee but each of the applicable Master
Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.


 


In connection with any
Non-Trust-Serviced Pooled Mortgage Loan, any determination by the applicable Master Servicer that any P&I Advance made or to
be made with respect to such Non-Trust-Serviced Pooled Mortgage Loan (or any successor REO Mortgage Loan with respect thereto)
is or, if made, would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of
any determinations) made by the related Non-Trust Master Servicer regarding nonrecoverability of debt service advances on the related
Non-Serviced Pari Passu Companion Loan.


 


The applicable Special
Servicer for each Serviced Loan Combination or Non-Trust-Serviced Pooled Mortgage Loan shall also be entitled to make a determination
at its option and in its sole discretion (subject to the same standards and procedures that apply in connection with a determination
by the applicable Master Servicer) to the effect that a prior P&I Advance (or Unliquidated Advance in respect thereof) previously
made hereunder by the applicable Master Servicer (or, if applicable, the Trustee) constitutes a Nonrecoverable P&I Advance
or that any proposed P&I Advance by the applicable Master Servicer (or, if applicable, the Trustee), if made, would constitute
a Nonrecoverable P&I Advance, in which case, after written notice of such determination by the applicable Special Servicer
to the applicable Master Servicer and the Trustee, such P&I Advance shall constitute a Nonrecoverable P&I Advance for all
purposes of this Agreement and the applicable Master Servicer and the Trustee shall conclusively rely on such determination by
the applicable Special Servicer that a P&I Advance is a Nonrecoverable Advance; provided that in no event shall a determination
by a Special Servicer that a previously made or proposed P&I Advance would be recoverable be binding on a Master Servicer or
the Trustee. A copy of any Officer’s Certificate (and accompanying information) of the applicable Special Servicer in support
of its determination shall be promptly delivered to the applicable Master Servicer for the subject Mortgage Loan. The applicable
Special Servicer may update or change its recoverability determination at any time.


 






    	-336-



    	 



    

 


(f)          With regard to
such P&I Advances, the applicable Master Servicer or the Trustee shall account for that part of the P&I Advances which
is attributable to Past Grace Period Loans, and that part of the P&I Advances which is attributable to Within Grace Period
Loans.


 


(g)          Notwithstanding
anything to the contrary, no P&I Advances shall be made with respect to any Pari Passu Companion Loan (whether or not it constitutes
a Serviced Pari Passu Companion Loan or otherwise) or any successor REO Mortgage Loan related thereto.


 


Section 4.04          Allocation
of Realized Losses and Additional Trust Fund Expenses.  (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Certificate Administrator shall determine
the amount, if any, by which (i) the then-aggregate of the Class Principal Balances of all the Classes of Principal Balance
Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S
Regular Interest, Class B Regular Interest and Class C Regular Interest, exceeds (ii) the aggregate Stated Principal
Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date. If such excess does exist,
then, except to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from
the principal portions of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to
Section 3.05(a)(II)(iii)) during any prior Collection Period (other than those that were determined to constitute
Nonrecoverable Advances in the immediately preceding Collection Period), the Class Principal Balances of the Class G, Class F,
Class E and Class D Certificates and the Class C Regular Interest, Class B Regular Interest and Class A-S
Regular Interest shall be reduced sequentially, in that order, in each case, until such excess or the related Class Principal
Balance is reduced to zero (whichever occurs first). If, after the foregoing reductions, the amount described in clause (i)
of the second preceding sentence still exceeds the amount described in clause (ii) of such sentence, then, except
to the extent that such excess exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal
portion of P&I Advances and/or payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii))
during any prior Collection Period (other than those that were determined to constitute Nonrecoverable Advances in the immediately
preceding Collection Period), the respective Class Principal Balances of all the outstanding Classes of the Class A Certificates
shall be reduced on a pro rata basis in accordance with the relative sizes of such Class Principal Balances, until any
such remaining excess is reduced to zero. All reductions in the Class Principal Balances of the respective Classes of the Principal
Balance Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest
under this Section 4.04(a) shall constitute allocations of Realized Losses and Additional Trust Fund Expenses. Any
reduction in the Class Principal Balance of the Class C Regular Interest, Class B Regular Interest or Class A-S
Regular Interest for any Distribution Date pursuant to this Section 4.04(a) shall be allocated (i) in the case
of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component in accordance with
the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution
Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX
Component in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage
Interest for such Distribution Date, respectively and (iii) in the case of the Class A-S Regular Interest, between the
Class A-S Certificates and Class A-S-PEX Component in accordance with


 






    	-337-



    	 



    

 


the Class A-S Percentage Interest for such
Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively.


 


(b)          On each Distribution
Date, following the deemed distributions to be made in respect of the REMIC II Regular Interests on such date pursuant to Section 4.01(g),
the Certificate Administrator shall determine the amount, if any, by which (i) the then-aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Pool that will
be outstanding immediately following such Distribution Date. If such excess does exist, then, except to the extent that such excess
exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or
payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding
Collection Period, the Uncertificated Principal Balances of REMIC II Regular Interest G, REMIC II Regular Interest F, REMIC II
Regular Interest E, REMIC II Regular Interest D, REMIC II Regular Interest C, REMIC II Regular Interest B and REMIC II Regular
Interest A-S shall be reduced sequentially, in that order, in each case, until such excess (other than any portion thereof that
exists because of the reimbursement of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or
payments or other collections of principal on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding
Collection Period) or the related Uncertificated Principal Balance is reduced to zero (whichever occurs first). If, after the foregoing
reductions, the amount described in clause (i) of the second preceding sentence still exceeds the amount described
in clause (ii) of such sentence, then, except to the extent that such excess exists because of the reimbursement of
Workout-Delayed Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal
on the Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection Period, the Uncertificated
Principal Balances of the REMIC II Regular Interest that are the Corresponding REMIC II Regular Interest with respect to the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-SB Certificates shall be reduced on a pro rata basis, as
among such individual Corresponding REMIC II Regular Interests, in accordance with their Uncertificated Principal Balances, until
any such remaining excess is reduced to zero. All reductions in the Uncertificated Principal Balances of the respective REMIC II
Regular Interests under this Section 4.04(b) shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.


 


(c)          On each Distribution
Date, if, following the deemed distributions to be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(j),
the Uncertificated Principal Balance of any REMIC I Regular Interest, in each case after taking account of such deemed distributions,
exceeds the Stated Principal Balance of the related Mortgage Loan or REO Mortgage Loan (or, if such REMIC I Regular Interest relates
to multiple Replacement Mortgage Loans, the aggregate Stated Principal Balance of the related Mortgage Loans and/or REO Mortgage
Loans), as the case may be, that will be outstanding immediately following such Distribution Date, then, except to the extent that
such excess exists (taking account of the provisions of the next succeeding sentence) because of the reimbursement of Workout-Delayed
Reimbursement Amounts (from the principal portion of P&I Advances and/or payments or other collections of principal on the
Mortgage Pool pursuant to Section 3.05(a)(II)(iii)) during the preceding Collection Period, the Uncertificated Principal
Balance of such REMIC I Regular Interest shall be reduced to equal such Stated Principal Balance of such related Mortgage Loan
or REO Mortgage Loan (or, if such REMIC I Regular Interest relates to multiple Replacement


 






    	-338-



    	 



    

 


Mortgage Loans, the aggregate Stated
Principal Balance of the related Mortgage Loans and/or REO Mortgage Loans), as the case may be, that will be outstanding immediately
following such Distribution Date. For purposes of the immediately preceding sentence, the aggregate amount excluded from the aggregate
reductions of the Uncertificated Principal Balances of the REMIC I Regular Interests collectively shall equal the amount excluded
from the reductions of the Uncertificated Principal Balances of the REMIC II Regular Interests pursuant to Section 4.04(b)
above and such aggregate exclusion amount shall be deemed to be allocated among the REMIC I Regular Interests pro rata according
to their Stated Principal Balances that, in the absence of such any and all such exclusions, would have been outstanding immediately
after such Distribution Date by operation of the immediately preceding sentence. Any reductions in the Uncertificated Principal
Balances of the respective REMIC I Regular Interests under this Section 4.04(c) shall be deemed to constitute allocations
of Realized Losses and Additional Trust Fund Expenses.


 


Section 4.05          Allocation
of Certain Trust Advisor Expenses.  (a) On each Distribution Date, immediately prior to the distributions to be made
to the Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest
for such Distribution Date pursuant to Section 4.01(a), the Certificate Administrator shall allocate Trust Advisor
Expenses (other than Designated Trust Advisor Expenses) to reduce the Unadjusted Distributable Certificate Interest for such Distribution
Date for the Class E Certificates, Class D Certificates, Class C Regular Interest and Class B Regular Interest
Certificates, in that order, in each case, until the Unadjusted Distributable Certificate Interest of the Class E Certificates,
Class D Certificates, Class C Regular Interest or Class B Regular Interest for such Distribution Date has been reduced
to zero. Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall not be allocated to reduce interest distributable
on the Class A Certificates, the Class A-S Regular Interest, the Interest Only Certificates or the Control-Eligible
Certificates or any Serviced Pari Passu Companion Loan.


 


To the extent that the
amount of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) payable with respect to any Distribution Date is
greater than the aggregate amount of Unadjusted Distributable Certificate Interest otherwise distributable to the Class B
Regular Interest, Class C Regular Interest, Class D Certificates and Class E Certificates for such Distribution Date,
the resulting Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall be allocated to reduce the Principal
Distribution Amount otherwise allocable to the Principal Balance Certificates that are not Control-Eligible Certificates for such
Distribution Date. Such Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall reduce the Principal
Distribution Amount for the Principal Balance Certificates that are not Control-Eligible Certificates for such Distribution Date,
and shall be allocated to reduce the Certificate Principal Balances of such Certificates in the following order: to the Class E
and Class D Certificates, and then to the Class C, Class B and Class A-S Regular Interests, in each case, until
the remaining Certificate Principal Balance of such Class of Certificates or Class C, Class B or Class A-S Regular
Interest has been reduced to zero. Following the reduction of the Certificate Principal Balances of the foregoing Classes of Principal
Balance Certificates and the Class C, Class B and Class A-S Regular Interests to zero, the Certificate Administrator
shall allocate any remaining Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses) among the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, pro rata (based upon their respective Certificate
Principal


 






    	-339-



    	 



    

 


Balances), until the remaining Certificate Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-SB Certificates, have been reduced to zero. Any Excess Trust Advisor Expenses allocated to the
Class C, Class B or Class A-S Regular Interest for any Distribution Date pursuant to this Section 4.05(a)
shall be allocated (i) in the case of the Class C Regular Interest, between the Class C Certificates and Class C-PEX
Component in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage
Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B
Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest for such Distribution Date
and the Class B-PEX Percentage Interest for such Distribution Date, respectively and (iii) in the case of the Class A-S
Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S
Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively.


 


Any Trust Advisor Expenses
(other than Designated Trust Advisor Expenses) or Excess Trust Advisor Expenses (other than Designated Trust Advisor Expenses)
allocated to a Class of Certificates that are not Control-Eligible Certificates shall be allocated among the respective Certificates
of such Class in proportion to the Percentage Interests evidenced by the respective Certificates. If amounts distributable in respect
of the Unadjusted Distributable Certificate Interest to the Class B and Class C Regular Interests and Class D and
Class E Certificates and otherwise available as the indicated portion of the Principal Distribution Amount are insufficient to
reimburse any related Trust Advisor Expenses (other than Designated Trust Advisor Expenses) on a Distribution Date, any unreimbursed
Trust Advisor Expenses (other than Designated Trust Advisor Expenses) shall remain unreimbursed until the next Distribution Date
that such applicable amounts are available. In no event shall any Trust Advisor Expenses other than Designated Trust Advisor Expenses
reduce or delay any principal or interest payable in respect of the Control-Eligible Certificates.


 


(b)          On any Distribution
Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses (other than Designated Trust Advisor Expenses)
for such Distribution Date shall not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution
Date otherwise distributable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class D
and Class E Certificates and the Class A-S, Class B and Class C Regular Interests and (ii) the aggregate amount
of Unadjusted Distributable Certificate Interest (for such purposes, calculated without regard to any reductions pursuant to clause (iv)
of the definition of Unadjusted Distributable Certificate Interest as a result of Trust Advisor Expenses (other than Designated
Trust Advisor Expenses) for such Distribution Date) that would otherwise be distributable to the Class B and Class C
Regular Interests and the Class D and Class E Certificates for such Distribution Date. Any amount of Trust Advisor Expenses
(other than Designated Trust Advisor Expenses) that are not reimbursed on a Distribution Date shall be payable on the next Distribution
Date to the extent funds are sufficient, in accordance with Section 4.05(a), to make such payments.


 


(c)          To the extent
that any actual recoveries of previously-incurred Trust Advisor Expenses (other than Designated Trust Advisor Expenses) are received
from a source other than the proceeds of the related Mortgage Loan during the Collection Period related to any Distribution Date,
such amounts shall be applied, first, as provided in Section 4.01(a) to


 






    	-340-



    	 



    

 


reimburse the Holders of any Regular
Certificates and the Class A-S Regular Interest (and therefore the Class A-S Certificates and Class A-S-PEX Component),
the Class B Regular Interest (and therefore the Class B Certificates and Class B-PEX Component) and the Class C
Regular Interest (and therefore the Class C Certificates and Class C-PEX Component) that suffered write-offs in connection
with Trust Advisor Expenses, and any portion of such recovery remaining after such application shall be considered in the calculation
of the Interest Distribution Amounts of the Class B Regular Interest, Class C Regular Interest, Class D Certificates
and Class E Certificates, as and to the extent set forth in the definition of Interest Distribution Amount, for such Distribution
Date (with the actual payment of such portion to be made to the Holders of the Class B Regular Interest, Class C Regular
Interest and/or Class D and Class E Certificates to the extent required under the combined operation of the definition of
Interest Distribution Amount and the provisions of Section 4.01(a) other than the final paragraph of Section 4.01(a)).


 


Section 4.06          Calculations.  Provided
that the Certificate Administrator receives the necessary information from the applicable Master Servicer and/or the applicable
Special Servicer, the Certificate Administrator shall be responsible for performing all calculations necessary in connection with
the actual and deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date
Statements pursuant to Section 4.02(a) and the actual and deemed allocations of Realized Losses and Additional Trust
Fund Expenses to be made pursuant to Section 4.04 and the actual and deemed allocations of Trust Advisor Expenses
to be made pursuant to Section 4.05. The Certificate Administrator shall calculate the Available Distribution Amount
for each Distribution Date and shall allocate such amount among Certificateholders in accordance with this Agreement. Absent actual
knowledge of an error therein, the Certificate Administrator shall have no obligation to recompute, recalculate or otherwise verify
any information provided to it by the applicable Master Servicer. The calculations by the Certificate Administrator contemplated
by this Section 4.06 shall, in the absence of manifest error, be presumptively deemed to be correct for all purposes
hereunder.


 


ARTICLE
V



THE CERTIFICATES


 


Section 5.01          The
Certificates.  (a) The Certificates will be substantially in the respective forms attached hereto as Exhibits A-1
through A-3; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules
of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided that in accordance with Section 5.03, beneficial ownership interests
in each Class of Interest Only Certificates and Principal Balance Certificates shall initially be held and transferred through
the book-entry facilities of the Depository. The Registered Certificates (other than the Class X-A Certificates) will be
issuable only in denominations corresponding to initial Certificate Principal Balances as of the Closing Date of $10,000 and in
integral multiples of $1 in excess thereof. The Class E, Class F and Class G


 






    	-341-



    	 



    

 


Certificates will be issuable only
in denominations corresponding to initial Certificate Principal Balances as of the Closing Date of $100,000 and in integral multiples
of $1 in excess thereof. The Interest Only Certificates will be issuable only in denominations corresponding to initial Certificate
Notional Amounts as of the Closing Date of $1,000,000 and in integral multiples of $1 in excess thereof. The Class V and
Class R Certificates will be issuable in denominations representing Percentage Interests of not less than 10%.


 


(b)          The Certificates
shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the authorized officers
or signatories of the Certificate Registrar shall be entitled to all benefits under this Agreement, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, however, unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein executed by the Authenticating Agent by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated
and delivered hereunder. All Certificates shall be dated the date of their authentication.


 


Section 5.02          Registration
of Transfer and Exchange of Certificates.  (a) At all times during the term of this Agreement, there shall be maintained
at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate
Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges
of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance
with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the
Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate
Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance
with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar.
The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the
Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate
Register.


 


If three or more Holders
make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which
such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request,
afford (or cause any other Certificate


 






    	-342-



    	 



    

 


Registrar to afford) the requesting Holders access during normal business hours to the most
recent list of Certificateholders held by the Certificate Registrar.


 


(b)          No Transfer of
any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the
United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities
or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories
and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction.


 


If a Transfer of any
Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with
the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or
any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates,
a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03),
then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely
upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached
hereto as Exhibit C-1A or as Exhibit C-2A and a certificate from such Certificateholder’s prospective
Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except
that, in the case of any proposed transfer of a Class R Certificate, such Certificateholder desiring to effect such Transfer
and prospective Transferee may provide certificates substantially in the forms attached hereto respectively as Exhibit C-2A
and Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect
that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the
case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective
Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Tax Administrator, the Custodian or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder
desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel
is based.


 


If a Transfer of any
interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration
under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a
Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate
Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s
prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel
to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration
under the Securities Act. Notwithstanding the foregoing requirements, in the case of the Class E, Class F and Class G Certificates
represented by a Rule


 






    	-343-



    	 



    

 


144A Global Certificate, the initial transfer of an interest therein by the Underwriters to a purchaser thereof
who delivers a certification to the effect that such purchaser is an Institutional Accredited Investor, in form and substance satisfactory
to the Underwriters, shall be permitted. Except as provided in the following two paragraphs, no interest in the Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other
than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver
to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect
to the subject Transfer, true and correct.


 


Notwithstanding the preceding
paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred
(without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence
of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor
to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring
to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as
are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator
to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to
the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the
Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate
in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S
Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions.


 


Also notwithstanding
the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate
upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as
are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions
as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account
of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery
to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b),
the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject


 






    	-344-



    	 



    

 


Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global
Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination
equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in
accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other
than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such
interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate
upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from
such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and
(ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the
Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in
such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and
in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global
Certificate by the denomination of the surrendered Definitive Certificate.


 


Except as provided in
the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates
shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global
Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation
S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of
a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective
Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such
Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear
or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited
with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the
Depository.


 


Notwithstanding the preceding
paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in
the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate
Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of
attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially
in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under
the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account
of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global Certificate,


 






    	-345-



    	 



    

 


that is equal to the denomination of
beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject
to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global
Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions.


 


None of the Depositor,
the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the
Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the
Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree
to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers,
the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer
is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign
securities laws or is not made in accordance with such federal, state or foreign laws.


 


(c)          No Transfer of
a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406
or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of
an excise tax under Section 4975 of the Code. Except in connection with the initial issuance of the Non-Registered Certificates
or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Initial Purchaser or any of their
respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer
thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate
Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective
Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate
that is not a Class R or Class V Certificate, a certification to the effect that the purchase and holding of such Certificate
or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a)
and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code,
by reason of Sections I and III of PTCE 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate
that is an Investment Grade Certificate (other than, if applicable, a Class R or Class V Certificate),


 






    	-346-



    	 



    

 


determined at
date of acquisition, that is being acquired by or on behalf of a Plan in reliance on the Exemption, a certification to the effect
that such Plan (X) is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities
Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and
(Z) agrees that it will obtain from each of its Transferees a written certification described in clause (i) above,
a written certification described in clause (ii) above or a written representation that such Transferee satisfies the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that
such Transferee will obtain from each of its Transferees a similar written certification or representation. It is hereby acknowledged
that the forms of certification attached hereto as Exhibit D-1 (in the case of Definitive Non-Registered Certificates)
and Exhibit D-2 (in the case of ownership interests in Book-Entry Non-Registered Certificates) are acceptable for purposes
of the preceding sentence. In lieu of one of the foregoing certifications, a prospective Transferee may deliver to the Certificate
Registrar a certification of facts and an Opinion of Counsel which establish to the reasonable satisfaction of the Trustee that
such Transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, or a similar violation
under Similar Law, or result in the imposition of an excise tax under Section 4975 of the Code, and will not subject the Trustee,
the Depositor, the Certificate Administrator, the Master Servicers, the Special Servicers, a Sub-Servicer or the Trust Advisor
to any obligation in addition to those undertaken in this Agreement; in the case of an ownership interest in a Book-Entry Certificate,
the prospective Transferee shall also deliver to the Certificate Owner from whom it is acquiring the interest a copy of such certification
of facts and Opinion of Counsel, and a certification that these documents have been delivered to the Certificate Registrar. If
any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case of ownership
interests in a Book-Entry Non-Registered Certificate) any certification and/or Opinion of Counsel contemplated by the first, second
and third preceding sentences, then such Transferee shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein
by such Transferee are exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code by reason of the Exemption (in
the case of such a Certificate that is an Investment Grade Certificate) or by reason of Sections I and III of PTCE 95-60 (in
the case of such a Certificate that is not an Investment Grade Certificate) or, in the case of a Plan subject to Similar Law does
not result in a violation of Similar Law.


 


(d)          (i) Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate
Administrator under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably
authorized the Certificate Administrator under clause (ii)(B) below to negotiate the terms of any mandatory disposition
and to execute all instruments of Transfer and to do all other things necessary in connection with any such disposition. The rights
of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions:


 






    	-347-



    	 



    

 


(A)          Each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Tax Administrator and the Certificate Administrator of any change or impending change in its status as a Permitted Transferee.


 


(B)          In connection
with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of any Class R Certificate until its receipt, of an affidavit and agreement substantially
in the form attached hereto as Exhibit E-1 (a “Transfer Affidavit and Agreement”),
from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as
a nominee, trustee or agent for any Person that is not a Permitted Transferee.


 


(C)          Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible
Officer of either the Certificate Administrator or the Certificate Registrar has actual knowledge that the proposed Transferee
is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall
be effected.


 


(D)          Each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transfer Affidavit
and Agreement from any prospective Transferee to whom such Person attempts to Transfer its Ownership Interest in such Class R
Certificate and (2) not to Transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate
Registrar a certificate substantially in the form attached hereto as Exhibit E-2 stating that, among other things,
it has no actual knowledge that such prospective Transferee is not a Permitted Transferee.


 


(E)          Each
Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing such Ownership Interest, agrees
to give the Tax Administrator and the Certificate Administrator written notice that it is a “pass-through interest holder”
within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a “pass-through
interest holder”.


 


(ii)          (A) If
any purported Transferee shall become a Holder of a Class R Certificate in violation of the provisions of this Section 5.02(d),
then the last preceding Holder of such Class R Certificate that was in compliance with the provisions of this Section 5.02(d)
shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such
Transfer of such Class R Certificate. None of the Depositor, the Certificate Administrator, the Trustee or the Certificate
Registrar shall be under any liability to any Person for any registration of Transfer of a Class R Certificate that is in
fact not permitted by this Section 5.02(d) or for making any


 






    	-348-



    	 



    

 


payments due on such Certificate to the Holder thereof
or for taking any other action with respect to such Holder under the provisions of this Agreement.


 


(B)          If any
purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 5.02(d),
then, to the extent that retroactive restoration of the rights of the preceding Holder of such Class R Certificate as described
in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Administrator shall have the right,
but not the obligation, to cause the Transfer of such Class R Certificate to a Permitted Transferee selected by the Certificate
Administrator on such terms as the Certificate Administrator may choose, and the Certificate Administrator shall not be liable
to any Person having an Ownership Interest in such Class R Certificate as a result of the Certificate Administrator’s
exercise of such discretion. Such purported Transferee shall promptly endorse and deliver such Class R Certificate in accordance
with the instructions of the Certificate Administrator. Such Permitted Transferee may be the Certificate Administrator itself or
any Affiliate of the Certificate Administrator.


 


(iii)          The
Tax Administrator shall make available to the IRS and to those Persons specified by the REMIC Provisions all information furnished
to it by the other parties hereto necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a Class R Certificate to any Person who is a Disqualified Organization, including the information described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Class R
Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership,
trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate
having as among its record holders at any time any Person which is a Disqualified Organization, and each of the other parties hereto
shall furnish to the Tax Administrator all information in its possession necessary for the Tax Administrator to discharge such
obligation. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the Tax Administrator
for providing information thereto pursuant to this subsection (d)(iii) and Section 10.01(d)(i).


 


(iv)         The
provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or eliminated,
provided that there shall have been delivered to the Certificate Administrator and the Tax Administrator the following:


 


(A)          A Rating
Agency Confirmation with respect to such modification of, addition to or elimination of such provisions; and


 


(B)          an Opinion
of Counsel, in form and substance satisfactory to the Certificate Administrator and the Tax Administrator, obtained at the expense
of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the
Trustee, the Tax Administrator or the Trust), to the effect that doing so will not (1) cause any REMIC Pool to cease to qualify
as a REMIC or be subject to an entity-level tax caused by the Transfer


 






    	-349-



    	 



    

 


of any Class R Certificate to a Person which is not
a Permitted Transferee or (2) cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused
by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee.


 


(e)          If a Person is
acquiring any Non-Registered Certificate or interest therein as a fiduciary or agent for one or more accounts, such Person shall
be required to deliver to the Certificate Registrar (or, in the case of an interest in a Book-Entry Non-Registered Certificate,
to the Certificate Owner that is transferring such interest) a certification to the effect that, and such other evidence as may
be reasonably required by the Certificate Administrator (or such Certificate Owner) to confirm that, it has (i) sole investment
discretion with respect to each such account and (ii) full power to make the applicable foregoing acknowledgments, representations,
warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and/or
(d), as appropriate, of this Section 5.02.


 


(f)          Subject to the
preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate at the offices
of the Certificate Registrar maintained for such purpose, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same
Class in authorized denominations evidencing a like aggregate Percentage Interest in such Class.


 


(g)          At the option
of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest in such Class upon surrender of the Certificates to be exchanged at the offices of the Certificate
Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange
is entitled to receive.


 


(h)          Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder
thereof or his attorney duly authorized in writing.


 


(i)          No service charge
shall be imposed for any transfer or exchange of Certificates, but the Certificate Administrator or Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.


 


(j)          All Certificates
surrendered for transfer and exchange shall be physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard procedures.


 


(k)          In connection
with the foregoing Sections 5.02(b), (c) and (d), in no case shall the Depositor be responsible for the costs
or expenses of any certificates, opinions or agreements contemplated by such Sections 5.02(b), (c) and (d).


 






    	-350-



    	 



    

 


(l)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding.
If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the
amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Certificateholders or payees for
all purposes of this Agreement.


 


(m)         Certificate Transfer
requests shall be made to: Wells Fargo Bank, N.A., Corporate Trust Services, Attn: TRANSFER AGENT GROUP, 6th Street & Marquette
Ave., Minneapolis, MN 55479, Ref: Certificate Transfer Request, WFCM 2015-LC22, telephone: 800-344-5128.


 


Section 5.03          Book-Entry
Certificates.  (a) The Certificates (other than the Class R and Class V Certificates) shall initially be
issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b)
and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless
such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be
entitled to definitive, fully registered Certificates (“Definitive Certificates”)
in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers
in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in
the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with
the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.
The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore
Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate
for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in
the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests
in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage
firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with
the Depository’s normal procedures.


 


(b)          The Certificate
Administrator, the Master Servicers, the Special Servicers, the Trustee, the Depositor and the Certificate Registrar may for all
purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative
of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder.
Except as expressly provided


 






    	-351-



    	 



    

 


to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates
shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder
of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.


 


(c)          If (i)(A) the
Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no
longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the
Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate
Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository
with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners
requesting the same.


 


Upon surrender to the
Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions
from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate
and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None
of the Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar
shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class
of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.


 


(d)          Notwithstanding
any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered
Certificate) which interests are transferable through the book-entry facilities of the Depository.


 


Section 5.04          Mutilated,
Destroyed, Lost or Stolen Certificates.  If (i) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there
is delivered to the Certificate Administrator and the Certificate Registrar such security or indemnity as may be reasonably required
by them to save each of them harmless, then, in the absence of actual notice to the Certificate Administrator or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute and
the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like


 






    	-352-



    	 



    

 


Percentage Interest. Upon the issuance of any new Certificate
under this Section, the Certificate Administrator and the Certificate Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Certificate Administrator and the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created
hereunder, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05          Persons
Deemed Owners.  Prior to due presentment for registration of transfer, the Depositor, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Trustee, the Trust Advisor, the Certificate Registrar and any agent of any of them may treat
the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever and none of the Depositor, the Master Servicers, the
Special Servicers, the Trustee, the Trust Advisor, the Certificate Registrar or any agent of any of them shall be affected by
notice to the contrary.


 


Section 5.06          Certification
by Certificate Owners.  To the extent that under the terms of this Agreement, it is necessary to determine whether any Person
is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which
shall be substantially in the form of Exhibit K-1A, Exhibit K-1B, Exhibit K-2A or Exhibit K-2B
hereto, as applicable (or such other form as shall be reasonably acceptable to the Certificate Administrator) and shall, to
the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional
Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the Certificate
Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the
actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case
may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s
certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of
the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner.
The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making
any determination under this Section 5.06 and shall afford any Person providing information with respect to its beneficial
ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other
information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.


 


Section 5.07          Appointment
of Authenticating Agents.  (a) The Certificate Administrator may appoint at its expense an Authenticating Agent, which
shall be authorized to act on behalf of the Certificate Administrator in authenticating Certificates. The Certificate Administrator
shall cause any such Authenticating Agent to execute and deliver to the Certificate Administrator an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations and responsibilities herein. Each Authenticating
Agent must be organized and doing business under the laws of the United States of America or of any State,


 






    	-353-



    	 



    

 


authorized under such
laws to carry on a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision
or examination by federal or state authorities. Each Authenticating Agent shall be subject to the same obligations, standard of
care, protection and indemnities as would be imposed on, or would protect, the Certificate Administrator hereunder. The appointment
of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Certificate Administrator hereby agrees to act in such capacity
in accordance with the terms hereof. Notwithstanding anything herein to the contrary, if the Certificate Administrator is no longer
the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided
to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the
Certificate Administrator.


 


(b)          Any Person into
which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Trustee, the Certificate Administrator or the Authenticating Agent.


 


(c)          Any Authenticating
Agent appointed in accordance with this Section 5.07 may at any time resign by giving at least thirty (30) days’
advance written notice of resignation to the Certificate Administrator, the Trustee, the Certificate Registrar and the Depositor.
The Certificate Administrator may at any time terminate the agency of any Authenticating Agent appointed in accordance with this
Section 5.07 by giving written notice of termination to such Authenticating Agent, the Trustee, the Certificate Registrar
and the Depositor. Upon receiving a notice of such a resignation or upon such a termination, or in case at any time any Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 5.07, the Certificate Administrator
may appoint a successor Authenticating Agent, in which case the Certificate Administrator shall give written notice of such appointment
to the Trustee, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates;
provided that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.07.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.


 


Section 5.08          [Reserved.]


 


Section 5.09          Exchanges
of Exchangeable Certificates.


 


(a)          At the request
of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender
of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX
Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance
of the Class A-S, Class B and Class C


 






    	-354-



    	 



    

 


Certificates exchanged therefor. At the request of the Holder of Class PEX
Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable
Certificates for Class A-S, Class B and Class C Certificates in the Exchange Proportion and with an original aggregate
Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates
exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder
in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the
number of exchanges authorized pursuant to this Section 5.09; provided that (i) each of the Class A-S,
Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations
no smaller than the minimum denominations set forth in Section 5.01(a) and (ii) exchanges pursuant to this Section 5.09
shall not be permitted after the Class Principal Balance of the Class A-S Regular Interest (and therefore the aggregate Certificate
Principal Balance of the Class A-S Certificates and the Class A-S-PEX Component) has been reduced to zero or if any Class
of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right
to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing
Date.


 


(b)          In connection
with any exchange of Exchangeable Certificates, the Certificate Registrar (i) shall reduce the outstanding aggregate Class
Principal Balance of such Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate
Register and shall increase the outstanding Class Principal Balance of the related Class or Classes of Exchangeable Certificates
received by such Holder in such exchange on the Certificate Register and the Certificate Registrar or the Certificate Administrator,
as applicable, (ii) as applicable, shall make corresponding increases or reductions to the Class Principal Balances of the
Class PEX Components, and (iii) shall give appropriate instructions to the Depository and make appropriate notations
on the Global Certificates for each Class of Exchangeable Certificates to reflect such reductions and increases.


 


(c)          In order to effect
an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in writing or by e-mail
to cts.cmbs.bond.admin@wellsfargo.com (with a subject line referencing “WFCM 2015-LC22” and setting forth the proposed
Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange
Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The
notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee
and (iii) set forth the following information: the CUSIP number of each Exchangeable Certificate to be exchanged and each
Exchangeable Certificate to be received; the outstanding Certificate Principal Balance and the initial Certificate Principal Balance
of the Exchangeable Certificates to be exchanged, the Certificateholder’s DTC participant number; and the proposed Exchange
Date. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at
the Depository to effect such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable on the second
Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of the Depository
for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator substantially
in the form of Exhibit X attached hereto.


 






    	-355-



    	 



    

 


(d)          The Certificate
Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange
on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record
Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month,
then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to
the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the
Certificate Administrator nor the Depositor will have any obligation to ensure the availability in the market of the applicable
Certificates to accomplish any exchange.


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS AND THE TRUST ADVISOR


 


Section 6.01          Liability
of the Depositor, the Master Servicers, the Special Servicers and the Trust Advisor.  The Depositor, each Master Servicer, each
Special Servicer and the Trust Advisor shall be liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, such Master Servicer, such Special Servicer and the Trust Advisor.


 


Section 6.02          Merger,
Consolidation or Conversion of the Depositor, the Master Servicers, the Trust Advisor or the Special Servicers.  (a) Subject
to Section 6.02(b), the Depositor, the Master Servicers, the Special Servicers and the Trust Advisor shall each keep
in full effect its existence, rights and franchises as a corporation, bank, trust company, partnership, limited liability company,
association or other legal entity under the laws of the jurisdiction wherein it was organized, and each shall obtain and preserve
its qualification to do business as a foreign entity in each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its
respective duties under this Agreement.


 


(b)          Each of the Depositor,
the Master Servicers, the Trust Advisor and the Special Servicers may be merged or consolidated with or into any Person, or transfer
all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which
the Depositor, a Master Servicer, the Trust Advisor or a Special Servicer shall be a party, or any Person succeeding to the business
of the Depositor, a Master Servicer, the Trust Advisor or a Special Servicer, shall be the successor of the Depositor, such Master
Servicer, the Trust Advisor or such Special Servicer, as the case may be, hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that
no successor or surviving Person shall so succeed to the rights and duties of a Master Servicer or a Special Servicer unless (i) such
succession is the subject of a Rating Agency Confirmation (subject to Section 3.27) from each Rating Agency (and, if
applicable pursuant to Section 3.27(k), an analogous rating confirmation from each Pari Passu Companion Loan Rating
Agency), except that such condition need not be satisfied if such succession occurs solely as a result of a merger in which such
Master Servicer or Special Servicer, as applicable, is the surviving Person under applicable law,


 






    	-356-



    	 



    

 


and (ii) the successor or
surviving Person makes the applicable representations and warranties set forth in Section 2.05 (in the case of a successor
or surviving Person to the applicable Master Servicer) or Section 2.06 (in the case of a successor or surviving Person
to the applicable Special Servicer), as applicable. Notwithstanding the foregoing, no Master Servicer or Special Servicer may remain
a Master Servicer or a Special Servicer, as applicable, under this Agreement after (x) being merged or consolidated with or
into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such
Person is a Prohibited Party at the time of such merger, consolidation or transfer, except with respect to clause (x)
and (y), as applicable, to the extent (i) such Master Servicer or such Special Servicer is the surviving entity of
such merger, consolidation or transfer and has been in material compliance with its Regulation AB reporting obligations hereunder
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.


 


Section 6.03          Limitation
on Liability of the Depositor, the Trust Advisor, the Master Servicers and the Special Servicers.  (a) None of the Depositor,
the Trust Advisor, the Master Servicers or the Special Servicers or any of their respective members, managers, directors, officers,
employees or agents shall be under any liability to the Trust, the Trustee or the Certificateholders or any Serviced Pari Passu
Companion Loan Holder for any action taken or not taken in good faith pursuant to this Agreement or for errors in judgment; provided
that this provision shall not protect the Depositor, the Trust Advisor, any Master Servicer or any Special Servicer or any
of their respective members, managers, directors, officers, employees or agents against any liability to the Trust, the Trustee
or the Certificateholders or any Serviced Pari Passu Companion Loan Holder for the breach of a representation or warranty made
by such party herein, or against any expense or liability specifically required to be borne by such party without right of reimbursement
pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of such party’s obligations or duties hereunder, or by reason of reckless disregard
of such obligations and duties. The Depositor, the Trust Advisor, the Master Servicers, the Special Servicers and any director,
member, manager, officer, employee or agent of any such party may rely in good faith on any document of any kind conforming to
the requirements of this Agreement for the truth and accuracy of the contents of that document (and as to certificates and opinions,
including Opinions of Counsel, for the truth of the statements made therein and the correctness of the opinions expressed therein)
reasonably believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or
parties, which document, prima facie, is properly executed and submitted by any Person, or any employee or agent of any
Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Depositor, the Trust Advisor, the
Master Servicers, the Special Servicers (each in its capacity as such or in its individual capacity) and any member, manager,
director, officer, employee or agent of any such party, shall be indemnified and held harmless by the Trust Fund out of the Collection
Accounts and the related Serviced Pari Passu Companion Loan Custodial Account, as applicable, as provided in Section 3.05(a),
or the Distribution Account, as provided in Section 3.05(b), against any loss, liability, claim, damages, penalty,
fine, cost or expense (including reasonable legal fees and expenses) incurred in connection with any actual or threatened legal
action or claim relating to this Agreement, the Certificates or the Trust, other than any loss, liability, cost or expense: (i) specifically
required to be borne by such party, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection
with any legal action or claim against such party resulting from any breach of a representation or warranty


 






    	-357-



    	 



    

 


made by such Person
herein, or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance,
bad faith or negligence in the performance of such Person’s obligations and duties hereunder or resulting from negligent
disregard of such obligations and duties. Such indemnification shall extend (subject to the same limitations and qualifications)
to any loss, liability, claim, damages, penalty, fine, cost or expense incurred by any such Person in connection with any actual
or threatened legal action or claim relating to a Loan Combination (whether or not the Loan Combination is then being serviced
under the Pooling and Servicing Agreement), but the relevant party must promptly notify the applicable Master Servicer and the
Other Master Servicer of any claim (but the omission to so notify shall not relieve the Trust Fund from any liability which it
may have to any such indemnified party under this Agreement except to the extent that such omission to notify materially prejudices
the interests of the Trust Fund) and, if any indemnification payment is made to such party from general collections on the Mortgage
Pool on deposit in the Collection Accounts, the applicable Master Servicer will be required to use efforts in accordance with
the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement
from the related Serviced Pari Passu Companion Loan Holder for that holder’s allocable share of the amount so paid.


 


None of the Depositor,
the Master Servicers, the Special Servicers or the Trust Advisor shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal
action the costs of which such party is specifically required hereunder to bear, in its opinion does not involve it in any ultimate
expense or liability for which it would not be reimbursed hereunder; provided that the Depositor, a Master Servicer, a Special
Servicer or the Trust Advisor may in its discretion undertake any such action which it may reasonably deem necessary or desirable
with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders
(or, if a Serviced Loan Combination is involved, the rights of the Certificateholders and the related Serviced Pari Passu Companion
Loan Holder(s) (as a collective whole). In such event, the legal expenses and costs of such action, and any liability resulting
therefrom, shall be expenses, costs and liabilities of the Trust, and the Depositor, either Master Servicer, either Special Servicer
or the Trust Advisor, as the case may be, shall be entitled to be reimbursed therefor from the Collection Accounts, as provided
in Section 3.05(a), or the Distribution Account, as provided in Section 3.05(b) (or, with respect to a
Serviced Loan Combination, if such expenses and costs relate specifically to such Serviced Loan Combination, first, pro rata
from the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (based on the respective
outstanding principal balances of the related Mortgage Loan and any Serviced Pari Passu Companion Loan) and, if funds in the related
Serviced Pari Passu Companion Loan Custodial Account are insufficient, then any deficiency shall be paid from amounts on deposit
in the Collection Accounts). Following reimbursement or payment of such amounts (with no obligation to repay such amounts), the
applicable Master Servicer or the applicable Special Servicer, as applicable, shall use efforts in accordance with the Servicing
Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from
the related Serviced Pari Passu Companion Loan Holder (or if the related Serviced Pari Passu Companion Loan is held by an Other
Securitization, from such Other Securitization), of such Serviced Pari Passu Companion Loan Holder’s pro rata share
of such amounts reimbursed by the Collection


 






    	-358-



    	 



    

 


Accounts. In no event will the Trust Advisor have any duty to appear in any legal
proceedings in connection with this Agreement.


 


Notwithstanding any provision
herein to the contrary, for the purposes of indemnification of a Master Servicer or Special Servicer and limitation of liability,
a Master Servicer or Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or
negligence in the performance of its respective obligations or duties or acted in negligent disregard or other disregard of its
respective obligations or duties hereunder if such Master Servicer or Special Servicer, as applicable, fails to follow the terms
of the Mortgage Loan Documents because such Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment
determines that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event
(for which determination, the applicable Master Servicer and the applicable Special Servicer shall be entitled to rely on advice
of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense). Any indemnification payments or reimbursements
of costs or expenses described in the preceding paragraph to which the Trust Advisor may become entitled shall constitute Trust
Advisor Expenses and the payment of such Trust Advisor Expenses (other than those that constitute Designated Trust Advisor Expenses)
shall be subject to the limitations set forth in Section 4.05. The Trust Advisor shall not be entitled to reimbursement
of expenses for its services except those for which it is entitled to indemnification as described above.


 


Notwithstanding the foregoing,
if and to the extent that any loss, liability, claim, damages, penalty, fine, cost or expense that is, pursuant to this Section 6.03(a),
required to be borne by the Trust out of the Distribution Account or Collection Accounts, relates to any Serviced Loan Combination,
(i) such loss, liability, claim, damages, penalty, fine, cost or expense shall be payable out of amounts on deposit in respect
of such Serviced Loan Combination in the related Collection Account and the related Serviced Pari Passu Companion Loan Custodial
Account collectively, on a pro rata basis, prior to payment from funds in the Distribution Account or the Collection Accounts
that are unrelated to such Serviced Loan Combination; and (ii) such loss, liability, claim, damages, penalty, fine, cost or
expense shall be payable out of amounts on deposit in the related Collection Account and the related Serviced Pari Passu Companion
Loan Custodial Account (withdrawals from those accounts shall be made in accordance with the related Intercreditor Agreement and
pro rata according to the respective outstanding principal balances of the Mortgage Loan and any Serviced Pari Passu Companion
Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability, claim, damages, penalty, fine, cost
or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Accounts or Distribution Account
and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master
Servicer shall deposit the amount of such loss, liability, claim, damages, penalty, fine, cost or expense into the applicable Collection
Account from such funds so received and allocable to the related Serviced Pari Passu Companion Loan.


 


(b)          In addition, none
of the Depositor, the Trust Advisor, the Master Servicers or the Special Servicers or any director, member, manager, officer, employee
or agent of any such party shall have any liability with respect to, and each of the Depositor, the Trust Advisor, the Master Servicers,
the Special Servicers and any director, member, manager, officer, employee or agent of any such party shall be entitled to rely,
as to the truth of the statements


 






    	-359-



    	 



    

 


made therein and the correctness of the opinions expressed therein, on any documents, certificates
or opinions, including Opinions of Counsel, furnished to, and reasonably believed or in good faith believed by such Person to be
genuine and to have been signed or presented by the proper party or parties, which document, certificate or opinion, prima facie,
is properly executed and submitted by any Person, or any employee or agent of any Person (including legal counsel as to opinions),
respecting any matters arising hereunder. Each of the Master Servicers, the Special Servicers and the Trust Advisor may rely in
good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information
are the same Person or Affiliates) and by the Borrowers and property managers, and will have no duty to investigate or verify the
accuracy thereof. Each of the Master Servicers, the Special Servicers and the Trust Advisor may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the applicable Master Servicer, the applicable Special Servicer or the Trust Advisor, or directors, members,
officers, employees or agents of any such party as the case may be, to be genuine and to have been signed or presented by the proper
party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall
be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel. Furthermore, none of the Master Servicers, the Special Servicers
and the Trust Advisor or directors, members, managers, officers, employees or agents of any such party shall have any liability
under this Agreement for any failure of any other such Person (or any other party to this Agreement) to perform such Person’s
obligations or duties hereunder.


 


Section 6.04          Resignation
of a Master Servicer or a Special Servicer.  (a) Each of the Master Servicers and the Special Servicers may resign from
the obligations and duties hereby imposed on it, upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities
of such Master Servicer or such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried
on by such Master Servicer or such Special Servicer, as the case may be, at the date of this Agreement). Any such determination
requiring the resignation of that Master Servicer or that Special Servicer shall be evidenced by an Opinion of Counsel to such
effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator, the Subordinate Class Representative
and the Majority Subordinate Certificateholder (and each affected Serviced Pari Passu Companion Loan Holder). Unless applicable
law requires the resignation of a Master Servicer or a Special Servicer (as the case may be) to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the
Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 6.05
or Section 7.02 hereof; provided that, if no successor to such Master Servicer or such Special Servicer,
as the case may be, shall have been so appointed and have accepted appointment within ninety (90) days after such Master Servicer
or such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer,
as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto.


 






    	-360-



    	 



    

 


(b)          In addition, each
of the Master Servicers and the Special Servicers shall have the right to resign at any other time for any reason, provided
that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is,
solely in the case of a successor to a Special Servicer if it is a resigning special servicer, acceptable to the Subordinate Class
Representative (during any Subordinate Control Period), (ii) solely in the case of a Special Servicer if it is the resigning
party, the resigning party has consulted with the Subordinate Class Representative (during any Collective Consultation Period)
and the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period) with respect to the identity and
quality of its proposed successor, (iii) the succession is the subject of a Rating Agency Confirmation from each Rating Agency
(and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion
Loan Rating Agency), (iv) the successor accepts appointment in writing prior to the effectiveness of such resignation and
(v) the successor is not a Prohibited Party at the time of such succession unless the Depositor consents to the appointment
in its reasonable discretion; provided, further, that in the event a replacement Special Servicer is being appointed
solely for any Excluded Loan, the Subordinate Class Representative shall not have any consent or consultation rights in respect
of designating that replacement Special Servicer.


 


(c)          None of the Master
Servicers and the Special Servicers shall be permitted to resign except as contemplated in Sections 6.04(a) and 6.04(b).
Consistent with the foregoing, none of the Master Servicers and the Special Servicers shall (except in connection with any resignation
thereby permitted above in this Section 6.04 or as otherwise expressly provided herein, including the provisions of
Section 3.11(a), Section 3.22 and/or Section 6.02) assign or transfer any of its rights, benefits
or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform
any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of
a Master Servicer or a Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to that
Master Servicer or that Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer
shall be payable to such successor, except (in the case of a Special Servicer) to the extent provided in Section 3.11(c).


 


(d)          Any successor
Master Servicer or successor Special Servicer (including any successor Special Servicer appointed pursuant to Section 6.05
hereof) shall, in connection with its appointment as successor Master Servicer or successor Special Servicer, (i) deliver
to the Depositor and the Other Depositor, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of
the Form 8-K Current Report regarding itself in its role as successor Master Servicer or successor Special Servicer, as applicable,
and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor and such successor Master Servicer
or successor Special Servicer, as applicable, pursuant to which the successor Master Servicer or successor Special Servicer, as
applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers,
and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation
the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the
failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor


 






    	-361-



    	 



    

 


Master Servicer or successor Special Servicer (either in its individual capacity or its capacity as successor Master Servicer or
successor Special Servicer under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and
(B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information
regarding itself in its role as successor Master Servicer or successor Special Servicer, as applicable, or any omission or alleged
omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Master Servicer or successor
Special Servicer, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.


 


(e)          The resigning
Master Servicer or Special Servicer, as applicable, shall pay all reasonable out-of-pocket costs and expenses of each party to
this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties
(including, but not limited to, the costs of obtaining Rating Agency Confirmation and reasonable out-of-pocket costs and expenses
associated with transferring Servicing Files to the successor).


 


Section 6.05          Replacement
of Special Servicers.


 


(a)          During any Subordinate
Control Period (and other than with respect to any Excluded Loan), the Majority Subordinate Certificateholder, or the Subordinate
Class Representative on its behalf, will have the right to terminate a Special Servicer, with or without cause, and appoint itself
or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that (i) the
successor Special Servicer be a Qualified Replacement Special Servicer, (ii) the successor Special Servicer deliver to the
Depositor and the Other Depositor, if applicable, the Form 8-K Disclosure Information in accordance with Section 6.04(d)
and (iii) the conditions set forth in subsection (e) of this Section 6.05 be satisfied. Notwithstanding
anything to the contrary, if the Depositor, or the Other Depositor, if applicable, fails to file any required Form 8-K Current
Report in connection with such appointment in a timely manner, such appointment shall be void ab initio, and upon the Trustee’s
receipt of notice that the Depositor or Other Depositor, as applicable, has failed to file such required Form 8-K Current Report,
the Trustee shall provide notice to each of the parties to this Agreement that such appointment is void ab initio.


 


(b)          During any Collective
Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts
in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which
such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable
Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of
the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate
Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery
by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to such termination
and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each
NRSRO


 






    	-362-



    	 



    

 


hired to provide ratings with respect to any Serviced Pari Passu Companion Loan Securities, the Certificate Administrator
shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates
in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate
Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally
reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable)
of all Principal Balance Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations of the
applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders
requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified
Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that
such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s
rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement
which survive termination. If a proposed termination and replacement of a Special Servicer by Certificateholders as described above
is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed
termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled
to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator).


 


(c)          In addition, during
any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable
Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor
will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the
Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation
in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by
the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate)
detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate
Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b),
and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to
such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall
state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions
set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any
approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s
recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority
of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage
Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction
Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal
Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the
Trust


 






    	-363-



    	 



    

 


Advisor and the then-current applicable Special Servicer, and the Certificate Administrator shall provide notice, substantially
in the form of Exhibit I-1, to each of the Rating Agencies and promptly request a Rating Agency Confirmation from each of
the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu
Companion Loan Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders
themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating
Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation
from each Pari Passu Companion Loan Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the
terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer
under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes
a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s
Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to
the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other
rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable
efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e).
The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer
and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders
shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust
Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the
proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the
Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of
administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust
Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating
Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust
Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other
Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s
recommendation for replacement of, or determination not to recommend the replacement of, a Special Servicer under this Section 6.05(c),
or the result of the vote of the Certificateholders.


 


(d)          Notwithstanding
anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari
Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder”
or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall
be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in
the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder
(or its representative) with respect to such Serviced Loan Combination may be


 






    	-364-



    	 



    

 


subsequently terminated pursuant to any of subsections
(a) through (c) of this Section 6.05. For the avoidance of doubt, there is no Serviced Loan Combination
with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling
Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement.


 


(e)          No removal of
a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until
the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced
Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable pursuant
to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special
Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that
terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses
of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer,
the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated
Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person
shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity
exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms.


 


(f)          Any Special Servicer
terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated
successor’s becoming a Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be
entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid
Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such
terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance
Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall
be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them),
(ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted
by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of
Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special
Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this
Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of
the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated
Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to
its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05,
to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should
have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve
Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such
terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or


 






    	-365-



    	 



    

 


fee shall be payable to the terminated
Special Servicer in connection with any termination under this Section 6.05.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 6.05, with respect to any Excluded Special Servicer Loan, if any,
the applicable Special Servicer shall resign with respect to such Excluded Special Servicer Loan. During any Subordinate Control
Period, if the Excluded Special Servicer Loan is not also an Excluded Loan, the Majority Subordinate Certificateholder or the Subordinate
Class Representative on its behalf shall appoint the Excluded Special Servicer, as successor to the resigning Special Servicer,
for the related Excluded Special Servicer Loan in accordance with this Agreement. During any Collective Consultation Period, any
Senior Consultation Period and if the Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall
appoint the Excluded Special Servicer for the related Excluded Special Servicer Mortgage in accordance with this Agreement.


 


It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings
with respect to any commercial mortgage-backed securities backed by a Serviced Pari Passu Companion Loan, (ii) the Excluded
Special Servicer is a Qualified Replacement Special Servicer and (iii) the Excluded Special Servicer delivers to the Depositor
and any applicable depositor related to another securitization that includes a Serviced Pari Passu Companion Loan, the information,
if any, required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as Excluded Special Servicer.


 


If at any time the applicable
Special Servicer that had acted as such Special Servicer for an Excluded Special Servicer Loan prior to it becoming an Excluded
Special Servicer Loan is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property
becoming a REO Property) with respect to an Excluded Special Servicer Loan, (i) the related Excluded Special Servicer shall resign,
(ii) the related Mortgage Loan or Serviced Loan Combination shall no longer be an Excluded Special Servicer Loan, (iii) such original
Special Servicer shall automatically become the Special Servicer again for such related Mortgage Loan or Serviced Loan Combination
and (iv) such original Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan
or Serviced Loan Combination earned during such time on and after such Mortgage Loan or Serviced Loan Combination is no longer
an Excluded Special Servicer Loan.


 


The Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and will be
entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the
related Mortgage Loan or Serviced Loan Combination is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as applicable, has
actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Loan or an Excluded
Special Servicer Loan, as applicable, the applicable Master Servicer, the related


 






    	-366-



    	 



    

 


Excluded Special Servicer or the applicable Special
Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 6.06          Rights
of the Depositor and the Trustee in Respect of the Master Servicers and the Special Servicers.  Each of the Master Servicers
and the Special Servicers shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access
to all records maintained by it in respect of its rights and obligations hereunder and access to such of its officers as are responsible
for such obligations. Upon reasonable request and as reasonably related to the performance of the obligations of the related Master
Servicer and the related Special Servicer, as applicable, pursuant to this Agreement, each of the Master Servicers and the Special
Servicers shall furnish the Depositor and the Trustee with its most recent publicly available annual audited financial statements
(or, if not available, the most recent publicly available audited annual financial statements of its corporate parent) and such
other information as is publicly available regarding its business, affairs, property and condition, financial or otherwise. Each
of the Master Servicers and the Special Servicers may affix to any such information described in this Section 6.06
provided by it any disclaimer it deems appropriate in its reasonable discretion. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicers or the Special Servicers hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of any Master Servicer or any Special Servicer hereunder or exercise the rights
of a Master Servicer or a Special Servicer hereunder; provided that neither a Master Servicer nor a Special Servicer shall
be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor
shall not have any responsibility or liability for any action or failure to act by a Master Servicer or a Special Servicer and
is not obligated to supervise the performance of any Master Servicer or any Special Servicer under this Agreement or otherwise.


 


Section 6.07          Master
Servicers and Special Servicers May Own Certificates.  Any Master Servicer, Special Servicer or any of their respective Affiliates
may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with
(except as otherwise set forth in the definition of “Certificateholder”)
the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during
which any Master Servicer, Special Servicer or Affiliate of any Master Servicer or any Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that Master Servicer or that Special
Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that
is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that Master Servicer or that Special
Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment
of that Master Servicer or that Special Servicer (as the case may be), be considered by other Persons to violate the Servicing
Standard, then that Master Servicer or that Special Servicer, as the case may be, may (but need not) seek the approval of the
Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice
that (a) states that it is delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest in
each Class of Certificates beneficially owned by that Master Servicer or that Special Servicer, as the case may be, or by an Affiliate
thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case
may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders


 






    	-367-



    	 



    

 


(other than that Master Servicer and its Affiliates or that Special Servicer and its Affiliates, as appropriate), together with
a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to greater
than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that
Master Servicer or its Affiliates or that Special Servicer or its Affiliates, as the case may be) shall have consented in writing
(with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal
described in the written notice, and if that Master Servicer or that Special Servicer, as the case may be, shall act as proposed
in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall
be entitled to reimbursement from that Master Servicer or that Special Servicer, as applicable, for the reasonable expenses of
the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a Master
Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters
arising hereunder, but rather in the case of unusual circumstances.


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section 7.01          Servicer
Termination Event.  (a) “Servicer Termination Event”, wherever used herein, means, with respect to either
Master Servicer or either Special Servicer, any one of the following events, circumstances and conditions:


 


(i)           with
respect to a Master Servicer, any failure by such Master Servicer to deposit into its Collection Account and/or (if it is the Master
Servicer for any Serviced Loan Combination) the Serviced Pari Passu Companion Loan Custodial Account, any amount required to be
so deposited under this Agreement, which failure continues unremedied for one Business Day following the date on which such deposit
was first required to be made; or


 


(ii)          with
respect to a Special Servicer, any failure by such Special Servicer to deposit into the REO Account maintained by it or to deposit,
or remit to the applicable Master Servicer for deposit, into the Collection Account and/or Serviced Pari Passu Companion Loan Custodial
Account, as applicable, any amount required to be so deposited or remitted under this Agreement, which failure continues unremedied
for one Business Day following the date on which such deposit or remittance, as the case may be, was first required to be made;
or


 


(iii)          any
failure by such Master Servicer to remit to the Certificate Administrator for deposit into the Distribution Account, on any P&I
Advance Date, the full amount of P&I Advances required to be made by such Master Servicer on such date or, on any Master Servicer
Remittance Date, the full amount of the Master Servicer Remittance Amount and any Compensating Interest Payment required to be
remitted by such Master Servicer on such date, which failure continues unremedied until 11:00 a.m. (New York City time) on the
related Distribution Date; provided that if such Master Servicer fails to make any deposit contemplated by this Section 7.01(a)(iii),
including any


 






    	-368-



    	 



    

 


P&I Advance, which deposit is required to be made by such Master Servicer on any P&I Advance Date or Master
Servicer Remittance Date (without regard to any grace period), then such Master Servicer shall pay to the Certificate Administrator,
for the account of the Certificate Administrator, interest on such late remittance at the Reimbursement Rate from and including
such P&I Advance Date or the Master Servicer Remittance Date to but excluding the related Distribution Date; or


 


(iv)          any
failure by such Master Servicer or such Special Servicer to timely make any Servicing Advance required to be made by it hereunder,
which Servicing Advance remains unmade for a period of five (5) Business Days (or, in the case of an Emergency Advance, three (3)
Business Days) following the date on which written notice of such failure shall have been given to such Master Servicer or such
Special Servicer, as the case may be, by any party to this Agreement; or


 


(v)          any
failure on the part of such Master Servicer or such Special Servicer duly to observe or perform in any material respect any other
of the covenants or agreements on the part of such Master Servicer or such Special Servicer, as the case may be, contained in this
Agreement, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to such Master Servicer or such Special Servicer, as the case may be,
by any other party hereto or to such Master Servicer or such Special Servicer, as the case may be, with a copy to each other party
hereto, by the Holders of Certificates entitled to at least 25% of the Voting Rights (determined without notionally reducing the
Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) or by, if affected by that failure, any Serviced
Pari Passu Companion Loan Holder; provided that, with respect to any such failure that is not curable within such thirty
(30) day period, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall have an additional
cure period of sixty (60) days to effect such cure so long as such Master Servicer or such Special Servicer, as the case may be,
has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure; or


 


(vi)         any
breach on the part of such Master Servicer or such Special Servicer of any representation or warranty contained in this Agreement
that materially and adversely affects the interests of any Class of Certificateholders or any Serviced Pari Passu Companion Loan
Holder and which continues unremedied for a period of thirty (30) days after the date on which written notice of such breach, requiring
the same to be remedied, shall have been given to such Master Servicer or such Special Servicer, as the case may be, by any other
party hereto or to such Master Servicer or such Special Servicer, as the case may be, with a copy to each other party hereto, by
the Holders of Certificates entitled to at least 25% of the Voting Rights (determined without notionally reducing the Class Principal
Balances of the Certificates by any Appraisal Reduction Amounts) or by, if affected by such breach, any Serviced Pari Passu Companion
Loan Holder; provided that, with respect to any such breach that is not curable within such thirty (30) day period, such
Master Servicer or such Special Servicer, as the case may be, shall have an additional cure period of sixty (60) days to effect
such cure so long as such Master


 






    	-369-



    	 



    

 


Servicer or such Special Servicer, as the case may be, has commenced to cure such breach within
the initial thirty (30) day period and has provided the Trustee with an Officer’s Certificate certifying that it has diligently
pursued, and is continuing to pursue, a full cure; or


 


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


 


(viii)      such
Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or
relating to it or of or relating to all or substantially all of its property; or


 


(ix)         such
Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations, or take any association or company action in furtherance of the
foregoing; or


 


(x)          either
Fitch or Moody’s (or, in the case of Serviced Pari Passu Companion Loan Securities, any Pari Passu Companion Loan Rating
Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Rated Certificates or any
class of Serviced Pari Passu Companion Loan Securities, as applicable, or (B) placed one or more Classes of Rated Certificates
or any class of Serviced Pari Passu Companion Loan Securities on “watch status” in contemplation of possible rating
downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement shall not have been
withdrawn by Fitch, Moody’s or such Pari Passu Companion Loan Rating Agency, as applicable, within sixty (60) days of such
event), and, in case of either of clause (A) or (B), has publicly cited servicing concerns with such Master
Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action;


 


(xi)         either
(A) such Master Servicer or such 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 such Master Servicer or such 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 such Master Servicer or such Special Servicer, as the case may be, has not been ranked by Morningstar on or after the Closing
Date, Morningstar has qualified, downgraded or


 






    	-370-



    	 



    

 


withdrawn its rating or ratings of one or more Classes of Certificates and has publicly
cited servicing concerns with such Master Servicer or such 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 actual knowledge of such event by such Master Servicer or such Special Servicer, as the case may
be);


 


(xii)        if
there is a Serviced Pari Passu Companion Loan related to the Trust, any failure by such Master Servicer to timely make any monthly
remittance required to be made by it hereunder to a Serviced Pari Passu Companion Loan Holder, which failure continues unremedied
for one Business Day following the date on which such remittance was first required to be made; and


 


(xiii)       subject
to the provisions of Section 11.17(c), any failure by such Master Servicer or such Special Servicer to deliver (a)
any Exchange Act reporting items required to be delivered by such Master Servicer or such Special Servicer, as applicable, to the
Certificate Administrator or Other Depositor or Other Trustee under Article XI (other than items to be delivered by
a Designated Sub-Servicer) by the time required under Article XI after any applicable grace periods or (b) any
Exchange Act reporting items that a Sub-Servicing Entity retained by such Master Servicer or such Special Servicer, as applicable
(other than a Designated Sub-Servicer), is required to deliver (it being acknowledged that any Sub-Servicing Entity that defaults
as described in this clause (xiii) shall be terminated at the direction of the Depositor).


 


When a single entity
acts as two or more of the capacities of a Master Servicer and a Special Servicer, a Servicer Termination Event (other than an
event described in clause (x) or clause (xi) above) in one capacity shall constitute a Servicer Termination
Event in both or all such capacities.


 


(b)          If any Servicer
Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes of this Section 7.01(b),
the “Affected Party”) shall occur and be continuing, then, and in each
and every such case, so long as the Servicer Termination Event shall not have been remedied, the Trustee may, and at the written
direction of either the Holders of Certificates entitled to not less than 25% of the Voting Rights (determined without notionally
reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts), or, alternatively, if a Servicer
Termination Event on the part of the applicable Special Servicer has occurred that affects a Serviced Pari Passu Companion Loan
Holder, at the written direction of such Serviced Pari Passu Companion Loan Holder with respect to the related Loan Combination,
or, alternatively, if a Servicer Termination Event on the part of a Special Servicer has occurred, at the written direction of
the Subordinate Class Representative during a Subordinate Control Period (except to the extent that the Servicer Termination Event
relates to an Excluded Loan), or, alternatively, if a Servicer Termination Event under Section 7.01(a)(xiii) on the
part of the Affected Party has occurred, at the written direction of the Depositor, the Trustee shall, terminate, by notice in
writing to the Affected Party (with a copy of such notice to each other party hereto), all of the rights and obligations (accruing
from and after receipt by the Affected Party of such notice) of the Affected Party under this Agreement (other than as a Holder
of any Certificate or as holder of a Serviced Pari Passu


 






    	-371-



    	 



    

 


Companion Loan, entitlements to amounts payable to the terminated party
at the time of termination and any entitlements of the terminated party that survive the termination including any Excess Servicing
Fee Rights). From and after the receipt by the Affected Party of such written notice, all of the responsibilities, duties, authority
and power of the Affected Party under this Agreement (and in the case of a termination of a Special Servicer at the written direction
of a Serviced Pari Passu Companion Loan Holder with respect to a Serviced Loan Combination, solely as they relate to such Serviced
Loan Combination), whether with respect to the Certificates, the Mortgage Loans or otherwise (other than as a Holder of any Certificate
or as a Pari Passu Companion Loan Holder, if applicable), shall pass to and be vested in the Trustee pursuant to and under this
Section, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise (provided that each of
a Master Servicer and a Special Servicer shall, if terminated pursuant to this Section 7.01(b), continue to be obligated
to pay and entitled to receive all amounts accrued or owing by or to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances or otherwise, and it and its members, managers, directors, officers, employees and agents shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such termination). Each of a Master Servicer
and a Special Servicer agrees that, if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in
any event no later than twenty (20) days subsequent to its receipt of the notice of termination) provide the Trustee with all documents
and records requested thereby to enable the Trustee to assume the functions hereunder of such Master Servicer or such Special Servicer,
as the case may be, and shall otherwise cooperate with the Trustee in effecting the termination of the rights and responsibilities
hereunder of such Master Servicer or such Special Servicer, as the case may be, including the transfer within five (5) Business
Days to the Trustee for administration by it of all cash amounts that at the time are or should have been credited by the applicable
Master Servicer to the Collection Account or the Serviced Pari Passu Companion Loan Custodial Account, the Distribution Account
or any Servicing Account or Reserve Account held by it (if it is the Affected Party) or by the applicable Special Servicer to its
REO Account, the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account or any Servicing Account or Reserve
Account held by it (if it is the Affected Party) or that are thereafter received by or on behalf of it with respect to any Mortgage
Loan or REO Property (provided that if such Master Servicer or such Special Servicer is terminated pursuant to this Section 7.01(b),
such Master Servicer or such Special Servicer, as the case may be, shall continue to be obligated to pay and entitled to receive
all amounts accrued or owing by or to it under this Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise, and it and its members, managers, directors, officers, employees and agents shall continue to be entitled
to the benefits of Section 6.03 notwithstanding any such termination). Any costs or expenses (including those of any
other party hereto or successor master servicer or special servicer) incurred in connection with any actions to be taken by a terminated
Master Servicer or Special Servicer pursuant to this paragraph (including, but not limited to, in connection with transferring
Mortgage Files, Servicing Files and related information, records and reports to the successor master servicer or special servicer
and amending this Agreement to reflect (as well as providing appropriate notices to Borrowers, ground lessors, insurers and other
applicable third parties


 






    	-372-



    	 



    

 




regarding) such succession as successor master servicer or special servicer) shall be borne by the applicable
Master Servicer or the applicable Special Servicer, as the case may be (and, in the case of the Trustee’s costs and expenses,
if not paid within a reasonable time, shall be borne by the Trust out of the Collection Account).


 


Notwithstanding anything
to the contrary in Section 7.04, the Trustee shall not waive any Servicer Termination Event under Section 7.01(a)(xiii)
without the prior written consent of the Depositor. If a Servicer Termination Event under Section 7.01(a)(xii) occurs
on the part of a Master Servicer, or if any other Servicer Termination Event occurs on the part of a Master Servicer affecting
a Serviced Loan Combination and such Master Servicer is not terminated pursuant to the provisions set forth above, whether as a
result of a waiver or otherwise, any affected Serviced Pari Passu Companion Loan Holder shall be entitled to require such Master
Servicer to appoint, in accordance with Section 3.22 and with the delivery of a Rating Agency Confirmation (and an
analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency with respect to any Serviced Pari Passu
Companion Loan Securities backed by the affected Serviced Pari Passu Companion Loan, if applicable pursuant to Section 3.27(k)),
a Sub-Servicer to be selected by the applicable Master Servicer, that will be responsible for primary servicing such Serviced Loan
Combination.


 


(c)          Notwithstanding
Section 7.01(b) of this Agreement, if a Master Servicer receives a notice of termination solely due to a Servicer Termination
Event under Section 7.01(a)(x) or (xi) and the terminated Master Servicer provides the Trustee with the appropriate
“request for proposal” materials within the five (5) Business Days after such termination, then such Master Servicer
shall continue to serve as Master Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter (using
such “request for proposal” materials provided by the terminated Master Servicer) solicit good faith bids for the rights
to master service the Mortgage Loans and any Serviced Pari Passu Companion Loan under this Agreement from at least three (3) Persons
qualified to act as successor Master Servicer hereunder in accordance with Section 6.02 and Section 7.02
for which the Trustee has received Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k),
an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency) obtained by the terminated Master Servicer
(any such Person so qualified, a “Qualified Bidder”) or, if three (3)
Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders; provided
that (i) at the Trustee’s request, the terminated Master Servicer shall supply the Trustee with the names of Persons
from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less than three (3) or no Qualified Bidders
submit bids for the right to master service the subject Mortgage Loans and any Serviced Pari Passu Companion Loan under this Agreement.
The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement
as successor Master Servicer and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt by such
Master Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor Master Servicer
retaining all applicable Sub-Servicers to continue the sub-servicing of the applicable Serviced Mortgage Loans pursuant to the
terms of the respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement with the terminated Master Servicer
to service each of any Serviced Mortgage Loans not subject to a Sub-Servicing Agreement at a sub-servicing fee rate per annum
equal to, for each Serviced Mortgage Loan serviced, the applicable Master Servicing Fee Rate (or, (i) in the case of a


 






    	-373-



    	 



    

 


Serviced
Pari Passu Mortgage Loan, the sum of the applicable Master Servicing Fee Rate and the applicable Pari Passu Primary Servicing Fee
Rate or (ii) in the case of a Serviced Pari Passu Companion Loan, the applicable Pari Passu Primary Servicing Fee Rate) minus
the sum of 0.25 basis points and the related Excess Servicing Fee Rate (each, a “Servicing-Retained
Bid”) and (ii) on the basis of terminating each applicable Sub-Servicing Agreement and each applicable Sub-Servicer
that it is permitted to terminate in accordance with Section 3.22 and having no obligation to enter into a Sub-Servicing
Agreement with the terminated Master Servicer (each, a “Servicing-Released Bid”).
The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing-Released
Bid) (the “Successful Bidder”) to act as successor Master Servicer
hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to
the terms hereof (and, if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated
Master Servicer as contemplated above), no later than forty-five (45) days after the termination of the terminated Master Servicer.


 


(d)          Upon the assignment
and acceptance of the master servicing rights hereunder to and by the Successful Bidder, the Trustee shall remit or cause to be
remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder (net of reasonable “out-of-pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


(e)          If the Successful
Bidder has not entered into this Agreement as successor Master Servicer within forty-five (45) days after the related Master Servicer
received a notice of termination or no Successful Bidder was identified within such 45-day period, the terminated Master Servicer
shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with
such bid process and the Trustee shall have no further obligations under Section 7.01(c). The Trustee thereafter may
act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


Section
7.02     Trustee To Act; Appointment of Successor. On and after
the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master
Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as
applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the
Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in
its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such
Special Servicer, as the case may be, by the terms and provisions hereof, including, if such Master Servicer is the resigning
or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any
failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the
case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered
a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act
as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the
Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated
party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor
shall


 






    	-374-



    	 



    

 


the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the
Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled
to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the
above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an
acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates
entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the
Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the
applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative (other
than to the extent such Servicer Termination Event affects an Excluded Loan) so requests in writing, the Trustee
shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution
(which, in the case of a successor to the Special Servicer, shall be a Qualified Replacement Special Servicer) as the
successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the
case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from
each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from
each Pari Passu Companion Loan Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or
terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such
successor is reasonably acceptable to the Subordinate Class Representative, and, if such successor has a master servicer
rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with
respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master
Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its
responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in
such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such
successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or
terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


If the Trustee or an
Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the
Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing
Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master
Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate
to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master
Servicer that meets the requirements of this Section 7.02.


 


Section
7.03     Notification to Certificateholders.  (a) Upon any resignation of a Master
Servicer or a Special Servicer pursuant to Section 6.04, any replacement of a Special


 






    	-375-



    	 



    

 


Servicer pursuant to Section 6.05,
any termination of a Master Servicer or Special Servicer pursuant to Section 7.01, any appointment of a successor
to a Master Servicer or Special Servicer pursuant to Section 6.02, 6.04 or 7.02 or the effectiveness of
any designation of a new Special Servicer, the Trustee shall promptly notify (i) the Certificate Administrator, who
shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register, (ii) the Rule 17g-5 Information Provider, who shall promptly post such information on the Rule 17g-5
Information Provider’s Website in accordance with Section 8.12(c) and (iii) to any Serviced Pari Passu
Companion Loan Holder.


 


(b)          Not later than
the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time or both,
would constitute a Servicer Termination Event and (ii) five (5) days after a Responsible Officer of the Trustee has actual
knowledge of the occurrence of such an event, the Trustee shall notify the Depositor and the Certificate Administrator, who shall
transmit by mail to all Certificateholders notice of such occurrence, unless such default shall have been cured.


 


Section
7.04     Waiver of Servicer Termination Event. The Holders of Certificates representing at
least 66-2/3% of the Voting Rights allocated to each Class of Certificates (and any affected Serviced Pari Passu Companion
Loan Holders) affected by any Servicer Termination Event hereunder (determined without notionally reducing the Class
Principal Balances of the Certificates by any Appraisal Reduction Amounts) may waive such Servicer Termination Event without
the consent of any other Person; provided, however that:


 


(a)          a Servicer Termination
Event under clause (i), clause (ii), clause (iii) and clause (x) of Section 7.01(a)
may be waived only by all of the Certificateholders of the affected Classes (and any affected Serviced Pari Passu Companion Loan
Holders);


 


(b)          each Serviced
Pari Passu Companion Loan Holder shall be exclusively entitled to waive a Servicer Termination Event under Section 7.01(a)(xii)
that arises with respect to the related Serviced Pari Passu Companion Loan;


 


(c)          the Depositor
shall be exclusively entitled to waive any Servicer Termination Event described in Section 7.01(a)(xiii) (but if a
Serviced Loan Combination is involved and the Pari Passu Companion Loan is the subject of an Other Securitization, the Depositor
may not grant such a waiver without the consent of each Other Depositor with respect to each Other Securitization);


 


(d)          no waiver of any
Servicer Termination Event by one or more Persons will have any force or effect unless and until the Person requesting the waiver
at its own expense has reimbursed the Trustee and the Certificate Administrator for any monies spent by them in connection with
such Servicer Termination Event, together with interest thereon from and including the date so spent to but excluding the date
of reimbursement.


 


Upon any such waiver
of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right
consequent thereon except to the extent expressly so


 






    	-376-



    	 



    

 


waived. Notwithstanding any other provisions of this Agreement, for purposes
of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the
Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above
as they would if registered in the name of any other Person.


 


Section
7.05     Additional Remedies of Trustee Upon Servicer Termination
Event. During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event shall not
have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right
(exercisable subject to Section 8.01(a)), in its own name and as trustee of an express trust (in the case of any
matter affecting a Serviced Loan Combination) on behalf of the related Serviced Pari Passu Companion Loan Holder(s), to take
all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders and such participants (including the institution
and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in
connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement
shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy,
and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a
waiver of any Servicer Termination Event.


 


ARTICLE
VIII



THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE TAX ADMINISTRATOR


 


Section 8.01     Duties
of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, prior to the occurrence of
a Servicer Termination Event and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs. Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty. The Trustee, the
Certificate Administrator and the Tax Administrator shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Trustee, the Certificate Administrator and the Tax Administrator.


 


(b)          Upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee,
the Certificate Administrator or the Tax Administrator, as applicable, which are specifically required to be furnished pursuant
to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of
Article II), the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall examine them
to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform
to the requirements of this Agreement in a material manner, the Trustee, the Certificate


 






    	-377-



    	 



    

 


Administrator or the Tax Administrator,
as applicable, shall take such action as it deems appropriate to have the instrument corrected. The Trustee, the Certificate Administrator
or the Tax Administrator, as applicable, shall not be responsible or liable for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the Depositor, a Master Servicer, a Special Servicer,
any Serviced Pari Passu Companion Loan Holder, any actual or prospective Certificateholder or Certificate Owner or any Rating Agency,
and accepted by the Trustee, the Certificate Administrator or the Tax Administrator in good faith, pursuant to this Agreement.


 


(c)          No provision of
this Agreement shall be construed to relieve the Trustee, the Tax Administrator or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct; provided that:


 


(i)           prior
to the occurrence of a Servicer Termination Event, and after the curing or waiver of all Servicer Termination Events which may
have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement,
the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee;


 


(ii)          in
the absence of bad faith on the part of the Trustee, the Certificate Administrator or the Tax Administrator, the Trustee, the Certificate
Administrator or the Tax Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee, the Certificate Administrator or
the Tax Administrator, as applicable, and conforming to the requirements of this Agreement;


 


(iii)         none
of the Trustee, the Certificate Administrator or the Tax Administrator shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of such entity unless it shall be proved that such entity was negligent in ascertaining
the pertinent facts;


 


(iv)         the
Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by the Trustee, in good faith in
accordance with the terms of this Agreement and the direction of Holders of Certificates entitled to at least 25% (or, as to any
particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement;


 


(v)          neither
the Certificate Administrator nor the Trustee shall be required to take action with respect to, or be deemed to have notice or
knowledge of, any default or Servicer Termination Event (other than a Servicer Termination Event under Section 7.01(a)(ix)
or a Master Servicer’s failure to deliver any monies, including P&I Advances, or to provide any report, certificate or
statement, to the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, when required pursuant to this
Agreement) unless a Responsible Officer of the Trustee or the Certificate Administrator


 






    	-378-



    	 



    

 


shall have received written notice or otherwise
have actual knowledge thereof. Otherwise, the Trustee and the Certificate Administrator may conclusively assume that there is no
such default or Servicer Termination Event;


 


(vi)          subject
to the other provisions of this Agreement, and without limiting the generality of this Section 8.01, none of the Trustee,
the Certificate Administrator or the Tax Administrator shall have any duty, except, in the case of the Trustee, as expressly provided
in Section 2.01(b) or Section 2.01(e) or in its capacity as successor to a Master Servicer or a Special
Servicer, (A) to cause any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing
statement or continuation statement evidencing a security interest, or to cause the maintenance of any such recording or filing
or depositing or to any re-recording, refiling or redepositing of any thereof, (B) to cause the maintenance of any insurance,
(C) to confirm or verify the truth, accuracy or contents of any reports or certificates of a Master Servicer, a Special Servicer,
any actual or prospective or any Certificateholder or Certificate Owner or any Rating Agency, delivered to the Trustee, the Certificate
Administrator or the Tax Administrator pursuant to this Agreement reasonably believed by the Trustee, the Certificate Administrator
or the Tax Administrator, as applicable, to be genuine and without error and to have been signed or presented by the proper party
or parties, (D) subject to Section 10.01(f), to see to the payment or discharge of any tax levied against any
part of the Trust Fund other than from funds available in the Collection Account or the Distribution Account, and (E) to see
to the payment of any assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed
or levied against, any part of the Trust Fund other than from funds available in the Collection Account or the Distribution Account
(provided that such assessment, charge, lien or encumbrance did not arise out of the Trustee’s, the Certificate Administrator’s
or the Tax Administrator’s, as applicable, willful misfeasance, bad faith or negligence);


 


(vii)          for
as long as the Person that serves as the Trustee, the Certificate Administrator or the Tax Administrator hereunder also serves
as Custodian and/or Certificate Registrar, the protections, immunities and indemnities afforded to that Person in its capacity
as Trustee, Certificate Administrator or Tax Administrator, as applicable, hereunder shall also be afforded to such Person in its
capacity as Custodian and/or Certificate Registrar, as the case may be; and


 


(viii)          if
the same Person is acting in two or more of the capacities of Trustee, Certificate Administrator, Tax Administrator, Custodian
or Certificate Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been
timely given to itself in any other such capacity.


 


(d)          Upon receipt by
the Trustee or the Certificate Administrator of any notice regarding the transfer of a Serviced Pari Passu Companion Loan by a
Serviced Pari Passu Companion Loan Holder or the transfer of an interest in a mezzanine loan related to a Mortgage Loan by the
related mezzanine lender, the Certificate Administrator or the Tax Administrator, as applicable, shall promptly forward a copy
of such notice to the applicable Master Servicer and applicable Special Servicer.


 






    	-379-



    	 



    

  


(e)          Based on information
in its possession, the Certificate Administrator promptly shall provide written notice to the Trust Advisor, the Subordinate Class
Representative, each Master Servicer and each Special Servicer of (i) the existence of a Collective Consultation Period or
a Senior Consultation Period and (ii) the end of any Collective Consultation Period or Senior Consultation Period. The Trust
Advisor, a Master Servicer or a Special Servicer may at any time request from the Certificate Administrator written confirmation
of whether there existed a Collective Consultation Period or a Senior Consultation Period during the current and/or previous calendar
year and the Certificate Administrator shall deliver such confirmation to the requesting party within 10 days of such request.


 


Section
8.02     Certain Matters Affecting the Trustee, the Certificate
Administrator and the Tax Administrator. Except as otherwise provided in Section 8.01:


 


(i)  
        the Trustee, the Certificate Administrator and the Tax Administrator, may
each rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document reasonably believed by it to be genuine and without error and to have been signed
or presented by the proper party or parties;


 


(ii)          the
Trustee, the Certificate Administrator and the Tax Administrator may each consult with counsel and any written advice or opinion
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith;


 


(iii)         the
Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation
of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, unless such Certificateholders shall have provided to the Trustee reasonable
indemnity against the costs, expenses and liabilities which may be incurred therein or thereby satisfactory to the Trustee, in
its reasonable discretion; none of the Trustee, the Certificate Administrator or the Tax Administrator shall be required to expend
or risk its own funds (except to pay expenses that could reasonably be expected to be incurred in connection with the performance
of its normal duties) or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it; provided that nothing contained herein shall relieve the
Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been waived or cured, to exercise
such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as
a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)         none
of the Trustee, the Certificate Administrator or the Tax Administrator shall be personally liable for any action reasonably taken,
suffered or


 






    	-380-



    	 



    

 


omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;


 


(v)     
     prior to the occurrence of a Servicer Termination Event and after the waiver or curing of all
Servicer Termination Events which may have occurred, the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to at
least 25% of the Voting Rights; provided that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require
an indemnity satisfactory to the Trustee, in its reasonable discretion, against such expense or liability as a condition to
taking any such action;


 


(vi)          except
as contemplated by Section 8.06, none of the Trustee, the Certificate Administrator or the Tax Administrator shall
be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers granted hereunder;


 


(vii)         the
Trustee may execute any of the trusts or powers vested in it by this Agreement, and the Certificate Administrator and the Tax Administrator
may each perform any of their respective duties hereunder, either directly or by or through the Custodian or other agents or attorneys-in-fact,
provided that (a) the use of the Custodian or other agents or attorneys-in-fact shall not be deemed to relieve the Trustee,
the Certificate Administrator or the Tax Administrator, as applicable, of any of its duties and obligations hereunder (except as
expressly set forth herein) and (b) the Trustee or the Certificate Administrator, as the case may be, may not perform any
duties hereunder through any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator, as
applicable, to be a Prohibited Party without the consent of the Depositor acting in its reasonable discretion;


 


(viii)        none
of the Trustee, the Certificate Administrator or the Tax Administrator shall be responsible for any act or omission of a Master
Servicer or a Special Servicer (unless, in the case of the Trustee, it is acting as a Master Servicer or a Special Servicer, as
the case may be) or of the Trust Advisor, any Serviced Pari Passu Companion Loan Holder or the Depositor;


 


(ix)          neither
the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with
any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any
transfer of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of
Counsel described in said Article applicable with respect to changes in registration or record ownership of Certificates in the
Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement;
and the Trustee and the Certificate Registrar shall have


 






    	-381-



    	 



    

 


no liability for transfers, including transfers made through the book-entry
facilities of the Depository or between or among Depository Participants or Certificate Owners of the Certificates, made in violation
of applicable restrictions except for its failure to perform its express duties in connection with changes in registration or record
ownership in the Certificate Register;


 


(x)  
        in no event shall the Trustee or the Certificate Administrator be liable for
special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and
regardless of the form of action;


 


(xi)          the
right of the Trustee or the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and none of the Trustee or the Certificate Administrator, as applicable, shall be answerable for other than
its negligence or willful misconduct in the performance of any such act; and


 


(xii)         in
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct.


 


Section
8.03     The Trustee, the Certificate Administrator and the Tax
Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained herein and
in the Certificates (other than the statements attributed to, and the representations and warranties of, the Trustee, the
Certificate Administrator and/or the Tax Administrator in Article II, and the signature of the Certificate
Registrar set forth on each outstanding Certificate) shall not be taken as the statements of the Trustee, the Certificate
Administrator or the Tax Administrator, and none of the Trustee, the Certificate Administrator or the Tax Administrator
assumes any responsibility for their correctness. None of the Trustee, the Certificate Administrator or the Tax Administrator
makes any representation as to the validity or sufficiency of this Agreement (except as regards the enforceability of this
Agreement against it) or of any Certificate (other than as to the signature of the Certificate Administrator set
forth thereon) or of any Mortgage Loan or related document. None of the Trustee, the Certificate Administrator or the Tax
Administrator shall be accountable for the use or application by the Depositor of any of the Certificates issued to it or of
the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the
assignment of the Mortgage Loans to the Trust, or any funds (other than with respect to any funds held by the Certificate
Administrator) deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor,
the applicable Master Servicer or the applicable Special Servicer (unless, in the case of the Trustee, it is acting in such
capacity). None of the Trustee, the Certificate Administrator or the Tax Administrator shall be responsible for the legality
or validity of this Agreement (other than insofar as it relates to the representations and warranties of the Trustee, the
Certificate Administrator or the Tax Administrator, as the case may be, hereunder) or the validity, priority, perfection or
sufficiency of any security, lien or security interest granted to it hereunder or the filing of any financing statements or
continuation statements, except to the extent set forth in Section 2.01(b) and Section 2.01(e) or to
the extent 


 






    	-382-



    	 



    

 


the Trustee is acting
as a Master Servicer or a Special Servicer and such Master Servicer or such Special Servicer, as the case may be, would be so
responsible hereunder. Except as contemplated by Section 12.02(a), none of the Trustee, the Certificate Administrator
or the Tax Administrator shall be required to record this Agreement.


 


Section
8.04     The Trustee, the Certificate Administrator and the Tax
Administrator May Own Certificates. The Trustee (in its individual or any other capacity), the Certificate Administrator
or the Tax Administrator or any of their respective Affiliates may become the owner or pledgee of Certificates with (except
as otherwise provided in the definition of “Certificateholder”)
the same rights it would have if it were not the Trustee, the Certificate Administrator or the Tax Administrator or one of
their Affiliates, as the case may be.


 


Section
8.05     Fees and Expenses of the Trustee, the Certificate
Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax
Administrator. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution
Account, out of general collections on the Mortgage Loans and REO Properties on deposit therein, prior to any distributions
to be made therefrom to Certificateholders on such date, and pay to itself all Certificate Administrator Fees, and to the
Trustee all Trustee Fees, earned in respect of the Mortgage Loans and any successor REO Mortgage Loans through the end of the
then most recently ended calendar month as compensation for all services rendered by the Trustee hereunder. The Trustee Fee
shall be paid by the Certificate Administrator and shall be a portion of the Certificate Administrator Fee. As to each
Mortgage Loan and REO Mortgage Loan, the Certificate Administrator Fee shall accrue during each calendar month,
commencing with September 2015, at the Certificate Administrator Fee Rate on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, immediately following the Distribution Date
in such calendar month (or, in the case of September 2015, on a principal amount equal to the Cut-off Date Principal
Balance of the particular Mortgage Loan). The Trustee Fee and the Certificate Administrator Fee accrued during each calendar
month shall be payable in the next succeeding calendar month. With respect to each Mortgage Loan and REO Mortgage Loan, the
Certificate Administrator Fee shall be calculated on the same Interest Accrual Basis as is applicable to the accrual or
deemed accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may be. The Trustee Fee (which shall not
be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Certificate
Administrator Fee (the latter of which includes the Tax Administrator Fee) shall constitute the sole compensation of the
Trustee and the Certificate Administrator and the Tax Administrator, respectively, for such services to be rendered by it.
The Certificate Administrator shall be responsible for the payment of the Tax Administrator Fee.


 


Notwithstanding the prior
paragraph, if and to the extent that any loss, liability, cost or expense that is, pursuant to the prior paragraph, required to
be borne by the Trust out of the Distribution Account or a Collection Account, relates to any Mortgage Loan that is part of a Serviced
Loan Combination, (i) such loss, liability, cost or expense shall be payable out of amounts on deposit in respect of such
Serviced Loan Combination in the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account collectively,
prior to payment from funds in the Distribution Account or a Collection Account that are unrelated to such Serviced Loan Combination;
and (ii) such loss, liability, cost or expense shall be payable


 






    	-383-



    	 



    

 


out of amounts on deposit in the Collection Account and the
related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from those accounts shall be made in accordance with
the related Intercreditor Agreement and pro rata according to the respective outstanding principal balances of the Mortgage
Loan and any Serviced Pari Passu Companion Loan included in the related Serviced Loan Combination). Insofar as any such loss, liability,
cost or expense related to any Serviced Loan Combination is so paid by withdrawal from the Collection Account or Distribution Account
and funds are subsequently received and allocable to the related Serviced Pari Passu Companion Loan(s), then the applicable Master
Servicer shall deposit the amount of such loss, liability, cost or expense into the Collection Account from such funds so received
and allocable to the related Serviced Pari Passu Companion Loan.


 


(b)          The Trustee, the
Certificate Administrator and the Tax Administrator (each in its capacity as such or in its individual capacity) and any of their
respective directors, officers, employees, agents or affiliates are entitled to be indemnified and held harmless by the Trust Fund
out of the Collection Account and/or the Distribution Account, as and to the extent provided in Section 3.05, for and
against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, reasonable counsel
fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the Certificates,
the Mortgage Loans (unless, in the case of the Trustee, it incurs any such expense or liability in the capacity of successor to
the applicable Master Servicer or the applicable Special Servicer (as the case may be), in which case such expense or liability
will be reimbursable thereto in the same manner as it would be for any other Master Servicer or Special Servicer, as the case may
be) or any act or omission of the Trustee, the Certificate Administrator or the Tax Administrator relating to the exercise and
performance of any of the rights and duties, including the appointment of a replacement Trust Advisor, of the Trustee, the Certificate
Administrator or the Tax Administrator hereunder; provided that none of the Trustee, the Certificate Administrator or the
Tax Administrator shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable overhead,
such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar
internal costs and expenses, (2) any cost or expense that does not constitute an “unanticipated expense” within
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (3) any expense or liability specifically required to
be borne thereby pursuant to the terms hereof or (4) any loss, liability, claim or expense incurred by reason of any breach
on the part of the Trustee, the Certificate Administrator or the Tax Administrator of any of their respective representations,
warranties or covenants contained herein or any willful misconduct, bad faith, fraud or negligence in the performance of, or negligent
disregard of, the Trustee’s, the Certificate Administrator’s or the Tax Administrator’s obligations and duties
hereunder.


 


(c)          The Master Servicers
and the Special Servicers each shall indemnify the Trust, the Trustee, the Custodian, the Certificate Administrator and the Tax
Administrator (each in their respective capacity as such and in their individual capacity), and each Serviced Pari Passu Companion
Loan Holder, for and hold each of them harmless against any loss, liability, claim or expense that is a result of such Master Servicer’s
or such Special Servicer’s, as the case may be, negligent acts or omissions in connection with this Agreement, including
the negligent use by such Master Servicer or such Special Servicer, as the case may be, of any powers of attorney delivered to
it by the Trustee pursuant to the provisions hereof and the Mortgage Loans serviced by the applicable Master Servicer or the applicable
Special Servicer, as the case may be;


 






    	-384-



    	 



    

 


provided that, if the Trustee, the Custodian, the Certificate Administrator or the
Tax Administrator has been reimbursed for such loss, liability, claim or expense pursuant to Section 8.05(b) above,
then the indemnity in favor of such Person provided for in this Section 8.05(c) with respect to such loss, liability,
claim or expense shall be for the benefit of the Trust. For the purposes of this paragraph, a Master Servicer or Special Servicer
will be deemed not to have committed negligent acts or omissions in connection with this Agreement if such Master Servicer or Special
Servicer, as applicable, fails to follow the terms of the Mortgage Loan Documents because such Master Servicer or Special Servicer,
as applicable, in its reasonably exercised judgment determines that following the terms of the Mortgage Loan Documents would or
potentially would result in an Adverse REMIC Event (for which determination, each Master Servicer and each Special Servicer shall
be entitled to rely on advice of counsel, the cost of which shall be reimbursed as an Additional Trust Fund Expense).


 


(d)          Each of the Trustee,
the Custodian, the Certificate Administrator and the Tax Administrator shall indemnify each of the Trust, the Master Servicers
and the Special Servicers and each other (each in their respective capacity as such and in their individual capacity) and each
Serviced Pari Passu Companion Loan Holder for and hold each of them harmless against any loss, liability, claim or expense that
is a result of the Trustee’s, the Certificate Administrator’s, the Custodian’s or the Tax Administrator’s,
as the case may be, negligent acts or omissions in connection with this Agreement; provided that if such indemnified person
has been reimbursed for such loss, liability, claim or expense pursuant to Section 6.03 or Section 8.05(b),
as the case may be, then the indemnity in favor of such Person otherwise provided for in this Section 8.05(d) with
respect to such loss, liability, claim or expense shall be for the benefit of the Trust.


 


(e)          The Certificate
Administrator shall indemnify and hold harmless the Depositor, each Mortgage Loan Seller, each Underwriter and each Serviced Pari
Passu Companion Loan Holder from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and other costs and expenses incurred by the Depositor, each Mortgage Loan Seller, each Underwriter
or any of their respective Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in
its capacity as Rule 17g-5 Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or
willful misconduct on the part of the Certificate Administrator, in its capacity as Rule 17g-5 Information Provider, in the performance
of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


(f)          This Section 8.05
shall survive the termination of this Agreement or the resignation or removal of the Trustee, the Certificate Administrator, the
Tax Administrator, a Master Servicer or a Special Servicer as regards rights and obligations prior to such termination, resignation
or removal.


 


Section
8.06     Eligibility Requirements for the Trustee, the Certificate
Administrator and the Tax Administrator. The Trustee, the Certificate Administrator and the Tax Administrator hereunder
each shall at all times be a corporation, bank, trust company or association that: (i) is organized and doing business
under the laws of the United States of America or any State thereof or the District of Columbia and, in the case of the
Trustee, authorized under such laws to exercise trust powers; (ii) has a combined capital and surplus of at


 






    	-385-



    	 



    

 


least
$50,000,000; (iii) is subject to supervision or examination by federal or state authority; and (iv) is not a
Prohibited Party unless (in the case of this clause (iv)) the Depositor consents to the continuation of the
Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, in the Depositor’s reasonable
discretion. If such corporation, bank, trust company or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In addition: (i) the
Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act; and (ii) the
Trustee may not have any affiliations or act in any other capacity with respect to the transactions contemplated hereby that
would cause the Exemption to be unavailable with respect to any Class of Certificates as to which it would otherwise be
available. Furthermore, the Certificate Administrator, the Tax Administrator and the Trustee shall at all times maintain a
short-term unsecured debt rating of at least “F-1” by Fitch and “P-1” by Moody’s (or, in the
case of either such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency
and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency) and a
long-term unsecured debt rating of at least “A-“ by Fitch, “A2” by Moody’s (if the Trustee has
a short-term unsecured debt rating of at least “P-1” by Moody’s), provided that the Trustee may
maintain a long-term unsecured debt rating of “Baa2” by Moody’s and a short-term unsecured debt rating of
“P-2” by Moody’s if the General Master Servicer maintains a long-term unsecured debt rating of at least
“A2” by Moody’s (or such lower rating as is the subject of a Rating Agency Confirmation by such
Rating Agency) (provided that this proviso shall not impose on the General Master Servicer any obligation to maintain
such rating). In case at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.06, the Trustee, the Certificate Administrator or
the Tax Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.
The corporation, bank, trust company or association serving as Trustee may have normal banking and trust relationships with
the Depositor, the Mortgage Loan Sellers, the Master Servicers, the Special Servicers and their respective Affiliates; provided
that none of (i) the Depositor, (ii) any Person involved in the organization or operation of the Depositor or the
Trust, (iii) a Master Servicer or Special Servicer (except during any period when the Trustee has assumed the duties of
such Master Servicer or Special Servicer (as the case may be) pursuant to Section 7.02), (iv) any Mortgage
Loan Seller or (v) any Affiliate of any of them, may be the Trustee hereunder.


 


Section
8.07     Resignation and Removal of the Trustee, the Certificate
Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator
each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice
thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information
Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c))
and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor
trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06
by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator
or Tax Administrator, as the case may be, and to the successor trustee,


 






    	-386-



    	 



    

 


certificate administrator or tax administrator, as
the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the
Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so
appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning
Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction
for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be.


 


(b)          If at any time
the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions
of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if
at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property
shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax
Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s,
Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating
Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing
to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days,
the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator,
as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written
instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator,
as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be.
A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor.


 


(c)          The Holders of
Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax
Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument
or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be
delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be,
so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator
in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor
trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant
to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within
thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate
Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders
by the successor so appointed.


 


(d)          Any resignation
or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate
administrator or tax


 






    	-387-



    	 



    

 


administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall
not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator,
as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or
tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06,
the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of
a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari
Passu Companion Loan Rating Agency).


 


(e)          Upon resignation,
assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee,
the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such
transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage
Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders
(with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for
the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series
2015-LC22”), or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such
originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents,
the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded
as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for
the registered holders of Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series
2015-LC22”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to
each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and
assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above
to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s
possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii)
of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master
Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with
the consent of the Subordinate Class Representative (other than with respect to an Excluded Loan), (ii) during any Collective
Consultation Period, after consultation with the Subordinate Class Representative (other than with respect to an Excluded Loan)
and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor.


 


(f)          Any successor
Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate
Administrator, (i) deliver to the Depositor and the Other Depositor, if applicable, the Form 8-K Disclosure Information required
pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate
Administrator, as applicable, and (ii) enter into


 






    	-388-



    	 



    

 


an indemnification agreement reasonably acceptable to the Depositor pursuant
to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the
Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses,
losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts
paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information,
insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either
in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to
satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement
of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor
Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information
regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.


 


(g)          The resigning
Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket
costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such
party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with
the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information,
records and reports to the successor).


 


Section
8.08     Successor Trustee, Certificate Administrator and Tax
Administrator. (a) Any successor trustee, certificate administrator or tax administrator appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, each Master Servicer, each Special Servicer and its predecessor
trustee, certificate administrator or tax administrator, as the case may be, an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee, certificate administrator or tax
administrator, as the case may be, shall become effective and such successor trustee, certificate administrator or tax
administrator, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee,
certificate administrator or tax administrator herein. If the Trustee is being replaced, the predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian shall become the agent of the
successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the
successor trustee to perform its obligations hereunder.


 






    	-389-



    	 



    

 


(b)          No successor trustee,
certificate administrator or tax administrator shall accept appointment as provided in this Section 8.08 unless at
the time of such acceptance such successor trustee, certificate administrator or tax administrator, as the case may be, shall be
eligible under the provisions of Section 8.06.


 


(c)          Upon acceptance
of appointment by a successor trustee, certificate administrator or tax administrator as provided in this Section 8.08,
such successor trustee, certificate administrator or tax administrator, as the case may be, shall provide notice of the succession
of such trustee, certificate administrator or tax administrator hereunder to the Depositor, the Certificate Administrator (who
shall promptly mail such notice to the Certificateholders), the Rule 17g-5 Information Provider (who shall post such notice to
the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and the other parties hereto.


 


Section
8.09     Merger or Consolidation of the Trustee, the Certificate
Administrator or the Tax Administrator. Any entity into which the Trustee, Certificate Administrator or Tax Administrator
may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or
consolidation to which the Trustee, Certificate Administrator or Tax Administrator shall be a party, or any entity succeeding
to the corporate trust business of the Trustee, Certificate Administrator or Tax Administrator, shall be the successor of the
Trustee, Certificate Administrator or Tax Administrator, as the case may be, hereunder, provided such entity shall be
eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master
Servicers and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Master Servicers and the Trustee may consider necessary or desirable.
If the Master Servicers shall not have joined in such appointment within fifteen (15) days after the receipt by it of a
request to do so, or in case a Servicer Termination Event in respect of the applicable Master Servicer shall have occurred
and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06, and no
notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.


 


(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


 






    	-390-



    	 



    

 


which any particular act or acts
are to be performed (whether as Trustee hereunder or when acting as a Master Servicer or Special Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any notice, request
or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any separate trustee
or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.


 


(e)          The appointment
of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.


 


Section
8.11     Appointment of Custodian. The Certificate
Administrator is hereby appointed as Custodian hereunder. The Custodian shall be subject to the same standards of care,
limitations on liability and rights to indemnity as the Trustee and the Certificate Administrator, and the provisions of Sections 8.01,
8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the Custodian to the same extent that they
apply to the Trustee. The Custodian may at any time resign by giving at least thirty (30) days’ advance written notice
of resignation to the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers and the Depositor.
The resigning Custodian shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this
Agreement, the Trust and each Rating Agency in connection with the resignation of the Custodian and the transfer of its
duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a
successor, transferring Mortgage Files and related information, records and reports to the successor). The Custodian
shall comply with the requirements for Trustees set forth in Section 8.06 and shall have in place a fidelity bond
and errors and omissions policy, each in such form and amount as is customarily required of custodians acting on behalf of
Freddie Mac or Fannie Mae (or shall self-insure, to the extent that the Custodian is otherwise permitted to self-insure by
Fannie Mae and Freddie Mac). The Custodian may be removed by the Holders of Certificates entitled to more than 50% of the
Voting Rights in a manner consistent with the provisions of Section 8.07 (to the extent applicable).


 






    	-391-



    	 



    

 


Section
8.12          Access to Certain Information. (a) The
Certificate Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor,
the Master Servicers, the Special Servicers, the Subordinate Class Representative and the Majority Subordinate
Certificateholder, and to each Serviced Pari Passu Companion Loan Holder that is a Privileged Person, and to the OTS, the
FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to any documentation regarding the Mortgage Loans or the other assets of the Trust Fund (or, in
the case of a Serviced Pari Passu Companion Loan Holder that is a Privileged Person, any documentation regarding the related
Serviced Loan Combination or any related REO Property) that are in its possession or within its control. Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the
Trustee or the Custodian, as the case may be, designated by it.


 


(b)          The Certificate
Administrator shall make available to any Privileged Person (except as described below) the following items via the Certificate
Administrator’s Website, in each case to the extent such items are prepared by the Certificate Administrator or are delivered
to the Certificate Administrator in electronic format via electronic mail in accordance with Section 12.06:


 


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


 


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


 


(B)          this
Agreement, each Mortgage Loan Purchase Agreement and any amendments and exhibits hereto;


 


(C)          the
CREFC® Loan Setup File prepared by the Master Servicers and delivered to the Certificate Administrator;


 


(ii)          the
following documents, which shall be made available under a tab or heading designated “SEC filings”:


 


(A)          each
report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system (within one Business Day of filing);


 


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


 


(A)          the
Distribution Date Statements pursuant to Section 4.02(a);


 


(B)          the
CREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together
with any information or documentation attached thereto or provided therewith pursuant to


 






    	-392-



    	 



    

 


Section 3.12, Section 4.02(c),
Section 4.02(d), Section 4.02(e) and Section 4.02(f);


 


(C)          each
Trust Advisor Annual Report;


 


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


 


(A)          summaries
of Final Asset Status Reports pursuant to Section 3.24(a);


 


(B)          inspection
reports pursuant to Section 3.12(a); and


 


(C)          Appraisals
pursuant to Section 3.09, Section 3.11 or Section 3.19;


 


(v)         the
following documents, which shall be made available under a tab or heading designated “special notices”:


 


(A)          notice
of final distribution on the Certificates pursuant to Section 9.01;


 


(B)          notice
of termination of a Master Servicer and/or a Special Servicer under Section 7.02;


 


(C)          notice
of a Servicer Termination Event with respect to a Master Servicer or a Special Servicer pursuant to Section 7.01;


 


(D)          notice
of the resignation of any party to this Agreement and notice of the acceptance of appointment to such party, to the extent such
notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r),
Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;


 


(E)          Officer’s
Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h)
or Section 4.03(c);


 


(F)          any
Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;


 


(G)          any
assessment of compliance delivered to the Certificate Administrator pursuant to Section 11.13;


 


(H)          any
attestation reports delivered to the Certificate Administrator pursuant to Section 11.13;


 


(I)           any
reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of a Special Servicer’s
net present value


 






    	-393-



    	 



    

 


 and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);


 


(J)          any
recommendation received by the Certificate Administrator from the Trust Advisor for the termination of a Special Servicer during
any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the
Certificateholders to terminate a Special Servicer in response to such recommendation, pursuant to Section 6.05(c);


 


(K)          any
proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of a Special
Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite
percentage of the Certificateholders to terminate such Special Servicer in response to such proposal, pursuant to Section 6.05(b);
and


 


(L)          any
proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the
Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response
to such proposal, pursuant to pursuant to Section 3.28(n);


 


(vi)          the
Investor Q&A Forum, which shall be made available under a tab or heading designated “Investor Q&A Forum”, pursuant
to Section 8.12(d); and


 


(vii)         the
Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated
“Investor Registry”, pursuant to Section 8.12(e).


 


Notwithstanding anything
to the contrary in this Section 8.12, all Excluded Information shall be made available under a separate tab or heading designated
“Excluded Information” (and not under any of the tabs or headings described in items (i) through (vii) above) and made
available to Privileged Persons other than Excluded Holders, Excluded Controlling Class Holders and any Special Servicer that is
a Borrower Party.


 


In lieu of the tabs or
headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as
it may reasonably determine from time to time.


 


The Certificate Administrator
shall make available at its offices, during normal business hours, for review by any Privileged Person who certifies to the Certificate
Administrator substantially in the form of Exhibit K-1A or Exhibit K-1B hereto (other than a Rating Agency
or NRSRO), originals or copies of, among other things, the following items (to the extent such items are in its possession) (except
to the extent not permitted by applicable law or under any of the related Mortgage Loan Documents):


 






    	-394-



    	 



    

 


(A)          any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing revealed environmental issues;


 


(B)          the
most recent annual (or more frequent, if available) operating statements, rent rolls or, with respect to Co-op Mortgage Loans,
maintenance schedules (to the extent such rent rolls or maintenance schedules have been made available by the related Borrower)
and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the applicable Master Servicer
or the applicable Special Servicer with respect to each Mortgaged Property;


 


(C)          the
Mortgage Files, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Loan Combination
entered into or consented by the applicable Master Servicer and/or the applicable Special Servicer and delivered to the Certificate
Administrator;


 


(D)          any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A; and


 


(E)          each
of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to
this subsection (b).


 


The Rating Agencies and
NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor
Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry.


 


The Depositor, hereby
authorizes the Certificate Administrator to make available to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Markit Group
Limited, Interactive Data Corp., BlackRock Financial Management, Inc., CMBS.com, Inc., Thomson Reuters Corporation or such other
vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q
to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available
pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not
have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).


 


(c)          The Rule 17g-5
Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the
Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider
by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting
as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as
designated in writing to the Master Servicers, Special Servicers, Certificate Administrator and Trustee) with “WFCM 2015-LC22”
included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic
mail:


 






    	-395-



    	 



    

 


(A)          Asset
Status Reports pursuant to Section 3.24;


 


(B)          environmental
reports pursuant to Section 3.09(c);


 


(C)          Appraisals
pursuant to Section 3.09, Section 3.11 or Section 3.19;


 


(D)          any
assessments of compliance pursuant to Section 11.13;


 


(E)          any
attestation reports pursuant to Section 11.13;


 


(F)          any
notice relating to a Special Servicer’s determination to take action under this Agreement without receiving Rating Agency
Confirmation pursuant to Section 3.27(a);


 


(G)          copies
of requests or questions that were submitted by the Rating Agencies to a Master Servicer, a Special Servicer, the Certificate Administrator
or Trustee pursuant to Section 3.27;


 


(H)          any
requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;


 


(I)           notice
of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee
pursuant to Section 8.07;


 


(J)       
   notice of any resignation of the Certificate Administrator or the acceptance of appointment by the
successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;


 


(K)          Officer’s
Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable
Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);


 


(L)          all
notices of the occurrence of a Servicer Termination Event and any notice of the termination of a Master Servicer or a Special Servicer
pursuant to Section 7.01 and Section 7.02;


 


(M)         the
Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);


 


(N)          certain
responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;


 


(O)          any
notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);


 






    	-396-



    	 



    

 




(P)          any
summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request
for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage
Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to
this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);


 


(Q)          any
other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and


 


(R)          the
Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).


 


(d)          The
Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A
Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders
and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to
the applicable Master Servicer or the applicable Special Servicer relating to servicing reports prepared by that party, the Serviced
Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously
submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person.
The Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, will be required
to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust
and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents,
(iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense
to, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, or (iv) answering
the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the
Investor Q&A Forum. The Certificate Administrator shall post the inquiries and related answers on the Investor Q&A Forum,
subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting
the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers
to the Rule 17g-5 Information Provider. In addition, no party will post or otherwise disclose direct communications with the Subordinate
Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers,
and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the
Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be answers from any other person,
including the Depositor and the Underwriters. None of the Underwriters, Depositor, any of their respective Affiliates or any other
Person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum, and no Person other than
the respondent will have any responsibility or liability for the content of any such information.


 


(e)          The
Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner
via the Certificate Administrator’s Website.


 






    	-397-



    	 



    

 


Certificateholders and Certificate Owners may register on a voluntary basis
for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered,
provided that they comply with the requirements provided for in the other provisions of this Agreement.


 


(f)          The
Certificate Administrator’s Website shall initially be located at www.ctslink.com. Access shall be provided by the Certificate
Administrator to Privileged Persons, in accordance with the terms hereof. In connection with providing access to the Certificate
Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. In the
case of a Subordinate Class Representative or a Subordinate Class Certificateholder that, in any such case, is an Excluded Controlling
Class Holder, such Person shall submit to the Certificate Administrator, the Trust Advisor, the applicable Master Servicer and
the applicable Special Servicer in physical form an investor certification in the form of Exhibit K-2B and Exhibit K-3A
hereto, executed by the requesting Person and indicating that such Person is an Excluded Controlling Class Holder and listing
the related Excluded Controlling Class Loan(s). The Certificate Administrator shall not be liable for the dissemination of information
in accordance with the terms of this Agreement. The Certificate Administrator shall make no representations or warranties as to
the accuracy or completeness of such documents and shall assume no responsibility for them. The Certificate Administrator shall
not be deemed to have knowledge of any information posted on its website solely by virtue of such posting. In addition, the Certificate
Administrator may disclaim responsibility for any information for which it is not the original source. The Certificate Administrator
shall provide Privileged Persons with assistance in using the Certificate Administrator’s Website if they call the Certificate
Administrator’s customer service desk, initially available at (866) 846-4526. Notwithstanding anything herein to the contrary,
the Certificate Administrator shall not be liable for any disclosure of information relating to an Excluded Controlling Class
Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report delivered to the
Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified as relating
to an Excluded Controlling Class Loan.


 


Any
Person that is a Borrower, a manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Borrower shall
be entitled to access (a) the Distribution Date Statements, and the following items made available to the general public: the
Prospectus Supplement, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s
Website, and (b) in the case of the Subordinate Class Representative or a Subordinate Class Certificateholder if any such Person
is an Excluded Holder or an Excluded Controlling Class Holder, and subject to the notice provisions below, all information available
on the Certificate Administrator’s Website, other than Excluded Information. In the case of the Subordinate Class Representative
or Subordinate Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor certification
substantially in the form of Exhibit K-1B hereto, such Person shall be entitled to access all information on the Certificate
Administrator’s Website including the Excluded Information. The applicable Master Servicer, applicable Special Servicer,
Certificate Administrator, Trustee and Trust Advisor may each rely on (i) an investor certification in the form of Exhibit
K-1B hereto from the Subordinate Class Representative or a Subordinate Class Certificateholder, as applicable, to the effect
that such Person is not an Excluded Controlling


 






    	-398-



    	 



    

 


Class
Holder or (ii) an investor certification in the form of Exhibit K-2B hereto from the Subordinate Class Representative
or a Subordinate Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect
to one or more Excluded Controlling Class Loan(s).


 


In
the event the Subordinate Class Representative or a Subordinate Class Certificateholder becomes a Borrower Party, such party shall
promptly notify each of the applicable Master Servicer, applicable Special Servicer, Certificate Administrator, Trust Advisor
and Trustee in writing substantially in the form of Exhibit K-3A that such Person has become an Excluded Controlling Class
Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator
notice substantially in the form of Exhibit K-3B listing each CTSLink USER ID associated with the Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict access to this transaction for such users. Upon confirmation
from the Certificate Administrator that such access has been restricted, the Excluded Controlling Class Holder shall submit a
new investor certification substantially in the form of Exhibit K-2B to access the information on the Certificate Administrator’s
Website, except that such parties shall not be entitled to any Excluded Information related to the Excluded Controlling Class
Loan(s) made available on the Certificate Administrator’s Website. Notwithstanding anything herein to the contrary, each
of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trust Advisor shall
be entitled to conclusively assume that the Subordinate Class Representative and Subordinate Class Certificateholders are not
Excluded Controlling Class Holders except to the extent that the applicable Master Servicer, the applicable Special Servicer,
the Certificate Administrator and the Trust Advisor, as applicable, has received such notice substantially in the form of Exhibit
K-3A from such Person that it has become an Excluded Controlling Class Holder. None of the applicable Master Servicer, the
applicable Special Servicer, the Certificate Administrator or the Trust Advisor shall be liable for any communication to any Excluded
Controlling Class Holder or disclosure of information relating to an Excluded Controlling Class Loan (including, in the case of
any Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website)
if the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trust Advisor, as applicable,
did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect
to Excluded Information on the Certificate Administrator’s Website, such information was not delivered to the Certificate
Administrator in accordance with Section 3.29(a). Each of the applicable Master Servicer, the applicable Special Servicer,
the Certificate Administrator and the Trust Advisor shall be entitled to conclusively rely on delivery from the Subordinate Class
Representative or a Subordinate Class Certificateholder, as applicable, of an investor certification substantially in the form
of Exhibit K-1B that such Subordinate Class Representative or Subordinate Class Certificateholder, as applicable, is no
longer an Excluded Controlling Class Holder.


 


(g)          The
Rule 17g-5 Information Provider shall make available, only to Rating Agencies and NRSROs, a rating agency question-and-answer
forum and document request tool (the “Rating Agency Q&A Forum and Servicer Document
Request Tool”), which shall be a service available on the Rule 17g-5 Information Provider’s Website, where
Rating Agencies and NRSROs may (i) submit questions to the Certificate Administrator relating to the Distribution Date Statement,
or submit questions to the applicable Master Servicer or the applicable Special


 






    	-399-



    	 



    

 


Servicer, as applicable, relating to the reports
prepared by such parties, the Serviced Mortgage Loans or the related Mortgaged Properties (collectively, “Rating
Agency Inquiries”), and (ii) view Rating Agency Inquiries that have been previously submitted and answered,
together with the answers thereto. In addition, the Rating Agencies and NRSROs shall be afforded a means to use a form to submit
requests for loan-level reports and information. Upon receipt of a Rating Agency Inquiry, the Rule 17g-5 Information Provider
shall forward such Rating Agency Inquiry by electronic mail to the Certificate Administrator, the applicable Master Servicer or
the applicable Special Servicer, as applicable, in each case within a commercially reasonable period of time following receipt
thereof and indicating that such question was received from a Rating Agency or an NRSRO. Following receipt of a Rating Agency
Inquiry, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, unless
it determines not to answer such Rating Agency Inquiry as described below, shall respond to such Rating Agency Inquiry by electronic
mail to the Rule 17g-5 Information Provider and shall have no obligation to respond separately to such Rating Agency Inquiry.
The Rule 17g-5 Information Provider shall post (within a commercially reasonable period of time following preparation or receipt
of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the Rule
17g-5 Information Provider’s Website. Any reports posted by the Rule 17g-5 Information Provider in response to an inquiry
may be posted on a page accessible by a link on the Rule 17g-5 Information Provider’s Website. The Certificate Administrator,
the applicable Master Servicer and the applicable Special Servicer shall have no obligation to answer such Rating Agency Inquiry
if such party determines, in its respective sole discretion, that (i) answering such Rating Agency Inquiry would be in violation
of applicable law, the Servicing Standard, this Agreement or the applicable Mortgage Loan Documents, (ii) answering such
Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure
of attorney work product or (iii)(A) answering such Rating Agency Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Certificate Administrator, the applicable Master Servicer or the applicable Special
Servicer, as applicable, and (B) the Certificate Administrator, the applicable Master Servicer or the applicable Special
Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate
Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties
in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, in which
case it shall not be required to answer such Rating Agency Inquiry. If the Certificate Administrator, a Master Servicer or a Special
Servicer so determines not to answer a Rating Agency Inquiry, such party shall promptly notify the Rule 17g-5 Information Provider
by reply electronic mail of such determination identifying which of clause (i), (ii) or (iii) of the
immediately preceding sentence is the basis of such determination. Thereafter, the Rule 17g-5 Information Provider shall post
such Rating Agency Inquiry, together with a statement of the reason such Rating Agency Inquiry was not answered. Answers posted
on the Rating Agency Q&A Forum and Servicer Document Request Tool shall be attributable only to the respondent, and shall
not be deemed to be answers from any other Person. None of the Underwriters, the Depositor or any of their respective Affiliates
shall certify to any of the information posted in the Rating Agency Q&A Forum and Servicer Document Request Tool and no such
party shall have any responsibility or liability for the content of any such information. The Rule 17g-5 Information Provider
shall not be held liable for any failure by any other Person to answer any Rating Agency Inquiry. The Rule 17g-5


 






    	-400-



    	 



    

 


Information Provider
shall not be required to post to the Rule 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto
that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Rating
Agency Q&A Forum and Servicer Document Request Tool shall not present questions, answers and other communications that are
not submitted by means of the Rule 17g-5 Information Provider’s Website.


 


(h)          The
Rule 17g-5 Information Provider’s Website shall initially be located within the Certificate Administrator’s Website,
under the “NRSRO” tab on the page relating to this transaction. Access to the Rule 17g-5 Information Provider’s
Website shall be provided by the Rule 17g-5 Information Provider to the Rating Agencies and to NRSROs upon receipt by the Rule
17g-5 Information Provider of an NRSRO Certification in the form attached to this Agreement, which form shall also be located
on and submitted electronically by means of the Certificate Administrator’s Website. The Rule 17g-5 Information Provider
shall not be liable for the dissemination of information in accordance with the terms of this Agreement. The Rule 17g-5 Information
Provider shall make no representations or warranties as to the accuracy or completeness of any information being made available
and shall assume no responsibility for same. The Certificate Administrator shall not be deemed to have knowledge of any information
posted on its website solely by virtue of posting by the Rule 17g-5 Information Provider. In addition, each of the Certificate
Administrator and the Rule 17g-5 Information Provider may disclaim responsibility for any information for which it is not the
original source. Certificateholders shall not be afforded access to the Rule 17g-5 Information Provider’s Website.


 


(i)          None
of the Trustee, the Custodian or the Certificate Administrator shall be liable for providing or disseminating information in accordance
with the terms of this Agreement or at the direction of the Depositor; provided that this provision shall not protect the
Trustee, the Custodian or the Certificate Administrator against any liability to the Trust or the Certificateholders against any
expense or liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance
of such party’s obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties.


 


Section
8.13          Cooperation Under Applicable Banking Law. In
order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable
Banking Law”), each of the Trustee, the Certificate Administrator and the Master Servicers are required to
obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Trustee, the Certificate Administrator and the Master Servicers. Accordingly, each of the other parties agrees to
provide to the Trustee, the Certificate Administrator and the Master Servicers upon their reasonable request from time to
time such identifying information and documentation as may be reasonably available for such party in order to enable the
Trustee, the Certificate Administrator and the applicable Master Servicer to comply with Applicable Banking Law.


 






    	-401-



    	 



    

 


ARTICLE
IX



TERMINATION


 


Section
9.01          Termination Upon Repurchase or Liquidation of All
Mortgage Loans. (a) Subject to Section 9.02, the Trust and the respective obligations and
responsibilities under this Agreement of the parties hereto (other than the obligations of the Certificate Administrator to
provide for and make payments to Certificateholders as hereafter set forth) shall terminate upon payment (or provision for
payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf of the Trustee and required
hereunder to be so paid on the Distribution Date following the earlier to occur of: (i) the purchase by any single
Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, a Master Servicer or a Special Servicer
(whose respective rights to effect such a purchase shall be subject to the priorities and conditions set forth in
subsection (b)) of all Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced
Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund at a price (the
“Termination Price”) equal to (A) the aggregate Purchase
Price of all the Mortgage Loans remaining in the Trust Fund (exclusive of any REO Mortgage Loan(s)), plus (B) the
appraised value of each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the
beneficial interest of the Trust Fund in such REO Property), if any, included in the Trust Fund, such appraisal for such REO
Property to be conducted by a Qualified Appraiser selected by the General Special Servicer and approved by the
Certificate Administrator and the General Master Servicer, minus (C) if the purchaser is a Master Servicer or a
Special Servicer, the aggregate amount of unreimbursed Advances made by such Person, together with any unpaid Advance
Interest in respect of such unreimbursed Advances and any unpaid servicing compensation payable to such Person (which items
shall be deemed to have been paid or reimbursed to such Master Servicer or such Special Servicer, as the case may be, in
connection with such purchase); (ii) the exchange by the Sole Certificateholder(s) of all the Certificates for all
Mortgage Loans and each REO Property (or, in the case of any REO Property related to any Serviced Loan Combination, the
beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund with the written consent of both
Master Servicers in their sole discretion; and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund; provided that in no event shall the
Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James’s, living on the date hereof.


 


(b)          Any
single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, the Master Servicer servicing
the greater principal balance of Mortgage Loans, the other Master Servicer, the Special Servicer servicing the greater
principal balance of Mortgage Loans or the other Special Servicer, in that order of preference (as set forth more fully
below), may at its option elect to purchase all the Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the
Trust Fund as contemplated by clause (i) of Section 9.01(a) by giving written notice to the other
parties hereto (and, in the case of an election by either Master Servicer or either Special Servicer, to the Holders of
the


 






    	-402-



    	 



    

 


Subordinate Class) no later than sixty (60) days prior to the
anticipated date of purchase; provided that:


 


(A)          the
aggregate Stated Principal Balance of the Mortgage Pool at the time of such election is 1.0% or less of the Cut-off Date Pool
Balance (in order to make such determination, the General Master Servicer may, at any time, request that the NCB Master Servicer
commence to periodically inform the General Master Servicer of the Stated Principal Balance of the NCB Mortgage Loans and, commencing
upon such request of the General Master Servicer, the NCB Master Servicer shall inform the General Master Servicer (which may
be through providing the General Master Servicer access to the NCB Master Servicer’s website) of the Stated Principal Balance
of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested by the General Master Servicer of the
NCB Master Servicer);


 


(B)          within
thirty (30) days after written notice of such election is so given, no Person with a higher right of priority to make such an
election does so; and


 


(C)          if
more than one Subordinate Class Certificateholder or group of Subordinate Class Certificateholders desire to purchase all of the
Mortgage Loans and any REO Properties remaining in the Trust Fund, preference shall be given to the Subordinate Class Certificateholder
or group of Subordinate Class Certificateholders with the largest Percentage Interest in the Subordinate Class.


 


If
the Trust is to be terminated in connection with the purchase of all the Mortgage Loans and each REO Property (or, in the case
of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property)
remaining in the Trust Fund by any Subordinate Class Certificateholder(s), a Master Servicer or a Special Servicer, such Person(s)
shall: (i) deposit, or deliver to the General Master Servicer for deposit, in its Collection Account (after the Determination
Date, and prior to the Master Servicer Remittance Date relating to the anticipated Final Distribution Date) an amount in immediately
available funds equal to the Termination Price; and (ii) shall reimburse all of the parties hereto (other than itself, if
applicable) for all reasonable out-of-pocket costs and expenses incurred by such parties in connection with such purchase. On
the Master Servicer Remittance Date for the Final Distribution Date, each Master Servicer shall transfer to the Distribution Account
all amounts required to be transferred by it to such account on the Master Servicer Remittance Date from its Collection Account
pursuant to Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise
be held for future distribution. Upon confirmation that such deposits and reimbursements have been made, the Custodian shall release
or cause to be released to the purchasing party (or its designee) the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by the purchasing party as shall be necessary to effectuate
transfer of the remaining Mortgage Loans and REO Properties to the purchasing party (or its designee). If any single Subordinate
Class Certificateholder or group of Subordinate Class Certificateholders, the General Master Servicer, the NCB Master Servicer
(if not then NCB), the General Special Servicer or the NCB Special Servicer (if not then NCB) makes such an election, then NCB
(so


 






    	-403-



    	 



    

 


long as NCB is either the NCB Master Servicer or the NCB Special Servicer) will have the option, by giving written notice
to the other parties hereto no later than 30 days prior to the anticipated date of purchase, to purchase all of the NCB Mortgage
Loans and each related REO Property remaining in the Trust, and the other party will then have the option to purchase only the
remaining Mortgage Loans and each related REO Property.


 


Following
the date on which the aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-SB, Class D and Class E Certificates and the Class A-S, Class B and Class C
Regular Interests is reduced to zero, the Sole Certificateholder(s) shall have the right to exchange all of the Certificates
for all of the Mortgage Loans and each REO Property or, in the case of any REO Property related to any Serviced Loan
Combination, the beneficial interest of the Trust Fund in such REO Property, remaining in the Trust Fund as contemplated by clause (ii)
of Section 9.01(a) by giving written notice to all the parties hereto no later than sixty (60) days prior to the
anticipated date of exchange. If the Sole Certificateholder(s) elect(s) to exchange all of the Certificates for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Sole
Certificateholder(s), not later than the Business Day prior to the Distribution Date on which the final distribution on the
Certificates is to occur, shall deposit in the Collection Account of the General Master Servicer an amount in immediately
available funds equal to all amounts then due and owing to the Depositor, the Master Servicers, the Special Servicers, the
Certificate Administrator, the Tax Administrator and/or the Trustee hereunder (and their respective agents) that may be
withdrawn from the Collection Account, pursuant to Section 3.05(a), or that may be withdrawn from the
Distribution Account, pursuant to Section 3.05(b), but only to the extent that such amounts are not already on
deposit in the Collection Account. In addition, each Master Servicer shall transfer to the Distribution Account all amounts
required to be transferred by it to such account on the Master Servicer Remittance Date from its Collection Account pursuant
to the first paragraph of Section 3.04(b). Upon confirmation that such final deposits have been made and
following the surrender of all the Certificates on the Final Distribution Date, the Trustee shall release or cause to be
released to the Sole Certificateholder(s) (or any designee thereof), the Mortgage Files for the remaining Mortgage Loans and
shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder(s) as shall
be necessary to effectuate transfer of the remaining Mortgage Loans and REO Properties to the Sole Certificateholder(s) (or
any designee thereof). For federal income tax purposes, such surrender and release shall be treated as a purchase of such
Mortgage Loans and REO Properties for an amount of cash equal to all amounts due in respect thereof after the distribution of
amounts remaining in the Distribution Account, and a crediting of such amounts as a final distribution on all remaining REMIC
I Regular Interests, REMIC II Regular Interests, Regular Certificates and the Class A-S Regular Interest, Class B
Regular Interest and Class C Regular Interest.


 


(c)          Notice
of any termination shall be given promptly by the Certificate Administrator by letter to Certificateholders posted to the Certificate
Administrator’s Website and mailed (x) if such notice is given in connection with the purchase of all the Mortgage
Loans and each REO Property remaining in the Trust Fund by a Master Servicer, a Special Servicer and/or any Subordinate Class
Certificateholder(s), not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the
final distribution on the Certificates and (y) otherwise during the month of such final distribution on or before the Master
Servicer


 






    	-404-



    	 



    

 


Remittance Date in such month, in any event specifying (i) the Distribution Date upon which the Trust Fund will
terminate and final payment on the Certificates will be made, (ii) the amount of any such final payment in respect of each
Class of Certificates and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Administrator therein
designated. The Certificate Administrator shall give such notice to the other parties hereto at the time such notice is given
to Certificateholders.


 


(d)          Upon
presentation and surrender of the Certificates by the Certificateholders on the Final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its Certificates such Certificateholder’s Percentage
Interest of that portion of the amounts on deposit in the Distribution Account that is allocable to payments on the relevant Class
in accordance with Section 4.01. Any funds not distributed to any Holder or Holders of Certificates of any Class on
the Final Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date,
be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.
If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered
for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive
the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been
surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such reasonable steps to
contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any former Holder on any amount held in trust hereunder. If by the second anniversary of the delivery
of such second notice, all of the Certificates shall not have been surrendered for cancellation, then, subject to applicable escheatment
laws, the Certificate Administrator shall distribute to the Class R Certificateholders all unclaimed funds and other assets
which remain subject hereto.


 


Section
9.02          Additional Termination Requirements. (a) If
any Subordinate Class Certificateholder(s), a Master Servicer, and/or a Special Servicer purchase(s), or the Sole
Certificateholder(s) exchange(s) all of the Certificates for, all the Mortgage Loans and each REO Property (or, in the case
of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property)
remaining in the Trust Fund as provided in Section 9.01 above, the Trust and each REMIC Pool shall be terminated
in accordance with the following additional requirements, unless the purchasing party obtains at its own expense and delivers
to the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate
Administrator, to the effect that the failure of the Trust to comply with the requirements of this Section 9.02
will not result in an Adverse REMIC Event with respect to any REMIC Pool:


 


(i)        the
Certificate Administrator shall specify the first day in the 90-day liquidation period in a statement attached to the final Tax
Return for each REMIC Pool,


 






    	-405-



    	 



    

 


pursuant to Treasury Regulations Section 1.860F-1 and shall satisfy all requirements of a qualified
liquidation under Section 860F of the Code and any regulations thereunder (as evidenced by an Opinion of Counsel to such
effect delivered on behalf and at the expense of the purchasing party);


 


(ii)        during
such 90-day liquidation period and at or prior to the time of making the final payment on the Certificates, the Certificate Administrator
shall sell or otherwise transfer all the Mortgage Loans and each REO Property remaining in the Trust Fund to the applicable Master
Servicer, the applicable Special Servicer, the applicable Subordinate Class Certificateholder(s) or the Sole Certificateholder(s),
as the case may be, in exchange for cash and/or Certificates in accordance with Section 9.01; and


 


(iii)       at
the time of the final payment on the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed
or credited, to the Holders of the Certificates in accordance with Section 4.01 all remaining cash on hand (other
than cash retained to meet claims), and each REMIC Pool shall terminate at that time.


 


      (b)        By
their acceptance of Certificates, the Holders of the Certificates hereby authorize the Trustee, the Certificate Administrator
and the Tax Administrator to prepare and adopt, on behalf of the Trust, a plan of complete liquidation of each REMIC Pool in the
form of the notice of termination provided for in Section 9.01(c) and in accordance with the terms and conditions
of this Agreement, which authorization shall be binding upon all successor Certificateholders.


 


ARTICLE
X



ADDITIONAL TAX PROVISIONS


 


Section
10.01        REMIC Administration. (a) The Tax Administrator shall
elect to treat each REMIC Pool as a REMIC under the Code and, if necessary, under Applicable State Law. Each such election
will be made on IRS Form 1066 or other appropriate federal tax or information return or any appropriate state Tax Returns for
the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Tax Administrator
shall (i) prepare or cause to be prepared, (ii) submit to the Trustee for execution (and the Trustee shall timely
execute and return to the Tax Administrator) and (iii) file each such IRS Form 1066, other appropriate federal tax or
information return or appropriate state Tax Return pursuant to subsection (c) below.


 


     (b)          The
Holder of Certificates evidencing the largest Percentage Interest in the Class R Certificates is hereby designated as the
Tax Matters Person of each REMIC Pool and, in such capacity, shall be responsible to act on behalf of such REMIC Pool in relation
to any tax matter or controversy, to represent such REMIC Pool in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority, to request an administrative adjustment as to any taxable year of such REMIC Pool,
to enter into settlement agreements with any governmental taxing agency with respect to such REMIC Pool, to extend any statute
of limitations relating to any tax item of such REMIC Pool and otherwise to act on


 






    	-406-



    	 



    

 


behalf of such REMIC Pool in relation to any
tax matter or controversy involving such REMIC Pool; provided that the Tax Administrator is hereby irrevocably appointed
and agrees to act (in consultation with the Tax Matters Person for each REMIC Pool) as agent and attorney-in-fact for the Tax
Matters Person for each REMIC Pool in the performance of its duties as such. The legal expenses and costs of any action described
in this Section 10.01(b) and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust
payable out of amounts on deposit in the Distribution Account as provided by Section 3.05(b) unless such legal expenses
and costs are incurred by reason of a Tax Matters Person’s or the Tax Administrator’s misfeasance, bad faith or negligence
in the performance of, or such Person’s reckless disregard of, its obligations or are expressly provided by this Agreement
to be borne by any party hereto.


 


(c)          The
Tax Administrator shall (i) prepare or cause to be prepared, (ii) submit to the Trustee for execution (and the Trustee
shall timely execute and return to the Tax Administrator), and (iii) timely file all of, the Tax Returns in respect of each
REMIC Pool (other than Tax Returns required to be filed by the applicable Master Servicer pursuant to Section 3.09(g)).
The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor.


 


(d)          The
Tax Administrator shall perform on behalf of each REMIC Pool all reporting and other tax compliance duties that are the responsibility
of such REMIC Pool under the Code, the REMIC Provisions or other compliance guidance issued by the IRS or any state or local taxing
authority. Included among such duties, the Tax Administrator shall provide: (i) to any Transferor of a Class R Certificate,
such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any
Person who is not a Permitted Transferee; (ii) to the Certificateholders, such information or reports as are required by
the Code or the REMIC Provisions, including reports relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required); and (iii) to the IRS, the name, title, address and telephone number of the
Person who will serve as the representative of each REMIC Pool.


 


(e)          The
Trustee and the Tax Administrator shall take such action and shall cause each REMIC Pool to take such action as shall be necessary
to create or maintain the status thereof as a REMIC under the REMIC Provisions (and the other parties hereto shall assist them,
to the extent reasonably requested by the Trustee or the Tax Administrator), to the extent that the Trustee or the Tax Administrator,
as applicable, has actual knowledge that any particular action is required; provided that the Trustee and the Tax Administrator
shall be deemed to have knowledge of relevant tax laws. The Trustee or the Tax Administrator, as applicable, shall not knowingly
take or fail to take any action, or cause any REMIC Pool to take or fail to take any action that, under the REMIC Provisions,
if taken or not taken, as the case may be, could result in an Adverse REMIC Event in respect of any REMIC Pool, unless the Trustee
or the Tax Administrator, as applicable, has received an Opinion of Counsel to the effect that the contemplated action or non-action,
as the case may be, will not result in an Adverse REMIC Event. None of the other parties hereto shall take or fail to take any
action (whether or not authorized hereunder) as to which the Trustee or the Tax Administrator, as applicable, has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such
action. In addition, prior to taking any action with respect to any REMIC Pool or the assets thereof, or causing any REMIC Pool
to take any


 






    	-407-



    	 



    

 


action, which is not contemplated by the terms of this Agreement, each of the other parties hereto will consult with
the Tax Administrator, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur, and no such
other party shall take any such action or cause any REMIC Pool to take any such action as to which the Tax Administrator has advised
it in writing that an Adverse REMIC Event could occur. The Tax Administrator may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement (and in no event by
the Trust Fund or the Tax Administrator).


 


(f)          If
any tax is imposed on any REMIC Pool, including “prohibited transactions” taxes as defined in Section 860F(a)(2)
of the Code, any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, any
taxes on contributions to any REMIC Pool after the Startup Day pursuant to Section 860G(d) of the Code, and any other tax
imposed by the Code or any applicable provisions of state or local tax laws (other than any tax permitted to be incurred by a
Special Servicer pursuant to Section 3.17(a)), then such tax, together with all incidental costs and expenses (including
penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out
of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.01
(which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax
arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV,
Article VIII or this Section 10.01 (which breach constitutes negligence, bad faith or willful misconduct);
(iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations
under Article IV, Article VIII or this Section 10.01 (which breach constitutes negligence,
bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master
Servicer of any of its obligations under Article III or this Section 10.01 (which breach constitutes negligence,
bad faith or willful misconduct); (v) the applicable Special Servicer, if such tax arises out of or results from a breach
by such Special Servicer of any of its obligations under Article III or this Section 10.01 (which breach
constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances.
Consistent with the foregoing, any tax permitted to be incurred by a Special Servicer pursuant to Section 3.17(a)
shall be charged to and paid by the Trust. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee
out of amounts on deposit in the Distribution Account.


 


(g)          The
Tax Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC Pool on a calendar
year and an accrual basis.


 


(h)          Following
the Startup Day for each REMIC Pool, the Trustee shall not (except as contemplated by Section 2.03) accept any contributions
of assets to any REMIC Pool unless it shall have received an Opinion of Counsel (at the expense of the party seeking to cause
such contribution and in no event at the expense of the Trust Fund or the Trustee) to the effect that the inclusion of such assets
in such REMIC Pool will not result in an Adverse REMIC Event in respect of such REMIC Pool.


 


(i)          None
of the Master Servicers, the Special Servicers or the Trustee shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any Mortgage Loan (except in connection with (A) a Breach or Document
Defect


 






    	-408-



    	 



    

 


regarding
any Mortgage Loan, (B) the foreclosure, default or reasonably foreseeable material default of a Mortgage Loan, including
the sale or other disposition of a Mortgaged Property acquired by foreclosure, deed in lieu of foreclosure or otherwise,
(C) the bankruptcy of any REMIC Pool, or (D) the termination of the Trust pursuant to Article IX of
this Agreement); (ii) the sale or disposition of any investments in any Investment Account for gain; or
(iii) the acquisition of any assets for the Trust (other than a Mortgaged Property acquired through foreclosure, deed in
lieu of foreclosure or otherwise in respect of a Defaulted Mortgage Loan, other than a Replacement Mortgage Loan substituted
for a Deleted Mortgage Loan and other than Permitted Investments acquired in connection with the investment of funds in an
Account or an interest in a single-member limited liability company, as provided in Section 3.16); in any event
unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, or
acquisition and in no event at the expense of the Trust Fund or the Trustee) to the effect that such sale, disposition, or
acquisition will not result in an Adverse REMIC Event in respect of any REMIC Pool.


 


(j)          Except
as otherwise permitted by Section 3.17(a), none of the Master Servicers, the Special Servicers or the Trustee shall
enter into any arrangement by which any REMIC Pool will receive a fee or other compensation for services or, to the extent it
is within the control of such Person, permit any REMIC Pool to receive any income from assets other than “qualified mortgages”
as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code. At all times as may be required by the Code, each of the respective parties hereto (to the extent it is within its
control) shall take necessary actions within the scope of its responsibilities as more specifically set forth in this Agreement
such that it does not cause substantially all of the assets of each REMIC Pool to fail to consist of “qualified mortgages”
as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)          Within
thirty (30) days after the related Startup Day, the Tax Administrator shall obtain an identification number by filing IRS Form
SS-4 with the IRS for each REMIC Pool and prepare and file with the IRS, with respect to each REMIC Pool, IRS Form 8811 “Information
Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations”.


 


Section
10.02        Grantor Trust Administration. (a) The Tax
Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The
Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that
are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or
local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator.


 


(b)          The
Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with
respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative
or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses
shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided
in Section 10.02(e) or 10.02(f)).


 






    	-409-



    	 



    

 


(c)          The
Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute
and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses
of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except
as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement
by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank,
IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder
indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar
year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient
detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s
fiscal year if other than the calendar year.


 


(d)          The
other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to
the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations
under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following
the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably
requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other
tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor
such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations.


 


(e)          The
Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required
in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or
local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c).


 


(f)          The
Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under
the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator
to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master
Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the
Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or
fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could
result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the
expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action
or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will
not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action
(whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has
received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such


 






    	-410-



    	 



    

 


action or
failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take
any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers
shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse
Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense
of the Trust Fund, the Tax Administrator or the Trustee.


 


(g)          If
any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws,
then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees),
shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its
obligations under Article IV, Article VIII or this Section 10.02 (which breach
constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of
or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII
or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII
or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a
Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or
this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a
Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or
this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or
(vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes
shall be paid by the Trustee out of amounts on deposit in the Distribution Account.


 


(h)          The
Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent
such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a
timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely
basis. With respect to the Class A-S, Class B, Class C, Class PEX and Class V Certificates, if the Tax
Administrator receives notice that any such Certificate is held through a nominee, the Tax Administrator will treat such nominee
as the “middleman” with respect to such certificate unless it has actual knowledge to the contrary or the Depositor
provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator
will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax
Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator
will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by
the IRS that is contrary to the first sentence of this paragraph or that the notice received with respect to any such Certificate
as described above is incorrect.


 


(i)          The
Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to
the extent the WHFIT Regulations


 






    	-411-



    	 



    

 


specifically require a different method. The Tax Administrator will be under no obligation to
determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information
to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently
amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(j)          The
Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator
or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of
securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in
such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of
such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed
otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests.


 


(k)          To
the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website
the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs.
The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith
efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax
Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor
reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section
10.03        The Depositor, the Master Servicers, the Special Servicers and the
Trustee to Cooperate with the Tax Administrator. (a) The Depositor shall provide or cause to be provided to
the Tax Administrator, within ten (10) days after the Closing Date, all information or data that the Tax Administrator
reasonably determines to be relevant for tax purposes as to the valuations and Issue Prices of the Certificates, including
the price, yield, prepayment assumption and projected cash flow of the Certificates.


 


(b)          Each
of the Master Servicers and the Special Servicers shall furnish such reports, certifications and information in its possession,
and access to such books and records maintained thereby, as may relate to the Certificates or the Trust Fund and as shall be reasonably
requested by the Tax Administrator in order to enable it to perform its duties under this Article X.


 


(c)          The
Tax Administrator shall be responsible for obtaining a tax identification number for any REMIC or Grantor Trust specified herein,
and shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled
to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided, however,
the Tax Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 






    	-412-



    	 



    

 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01        Intent of the Parties; Reasonableness. Except with respect
to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17
and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article XI of this
Agreement is to facilitate compliance by the Depositor (and any Other Depositor) with the provisions of Regulation AB and
related rules and regulations of the Commission. The Depositor, the Certificate Administrator, the Trustee, any Other
Depositor and any Other Trustee shall exercise its rights to request delivery of information or other performance under these
provisions in reasonable good faith, and shall not exercise any such rights for purposes other than compliance with the
Dodd-Frank Act, the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of
the Commission thereunder. The parties to this Agreement acknowledge that interpretations of the requirements of Regulation
AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with
reasonable requests made by the Depositor (or any Other Depositor or Other Trustee) or the Certificate Administrator in
reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of
Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with this transaction and any Other Securitization subject to Regulation AB, the Exchange Act or the Securities Act, subject
to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of either Master Servicer
or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall
use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor and the Certificate
Administrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB, the Exchange Act
or the Securities Act, deliver (or notify and make available) to the Depositor or the Certificate Administrator or any such
Other Depositor or Other Trustee (including any of their assignees or designees) (i) any and all information in its
possession and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator or such
Other Depositor or Other Trustee, as applicable, to permit the Depositor or any such Other Depositor to comply in a timely
manner with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure relating
to the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Trustee, as
applicable, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in
each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or the related
Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to
each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use
commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the
Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or
designees) (i) any and all information in its possession and necessary in the reasonable good faith determination of the
Depositor or the Certificate Administrator or any such Other Depositor or Other Trustee to permit the Depositor or any such
Other Depositor to comply with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such
disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans


 






    	-413-



    	 



    

 


(or, if applicable, the
related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or the Certificate
Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order
to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide
information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or
related Other Trustee, as applicable, to satisfy any related filing requirements.


 


For
purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party
in connection with such obligation.


 


Section
11.02        Notification Requirements and Deliveries in Connection with
Securitization of a Serviced Pari Passu Companion Loan. (a) Any other provision of this Article XI
to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article XI,
in connection with the requirements contained in this Article XI that provide for the delivery of information and
other items to, and the cooperation with, the Other Depositor and Other Trustee of any Other Securitization that is subject
to Regulation AB, no party hereunder shall be obligated to provide any such items to or cooperate with such Other Depositor
or Other Trustee (i) unless it is required to deliver corresponding information and other items with respect to the
Trust or, in the reasonable good faith determination of an Other Depositor or an Other Trustee, is necessary to permit the
related Other Depositor to comply with the provisions of Regulation AB, the Exchange Act and the Securities Act,
(ii) until the Other Depositor or Other Trustee of such Other Securitization has provided each party hereto with not
less than 30 days’ written notice (which shall only be required to be delivered once) stating that such Other
Securitization is subject to Regulation AB and that the Other Securitization is subject to Exchange Act reporting, and
(iii) specifying in reasonable detail the information and other items requested to be delivered; provided that if
Exchange Act reporting is being requested, such Other Depositor or Other Trustee is only required to provide a single written
notice to such effect. Any reasonable cost and expense of a Master Servicer, Special Servicer, Trust Advisor, Trustee and
Certificate Administrator in cooperating with such Other Depositor or Other Trustee of such Other Securitization (above and
beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization. The
parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization as to
whether Regulation AB requires the delivery of the items identified in this Article XI to such Other Depositor
and Other Trustee of such Other Securitization prior to providing any of the reports or other information required to be
delivered under this Article XI in connection therewith. Upon such confirmation, the parties shall comply with
the deadlines for delivery set forth in this Article XI with respect to such Other Securitization. The parties
hereunder shall also have the right to require that such Other Depositor provide them with the contact details of such Other
Depositor, Other Trustee and any other parties to the Other Pooling and Servicing Agreement relating to such Other
Securitization.


 


(b)          The
applicable Master Servicer and the applicable Special Servicer shall, upon reasonable prior written request given in accordance
with the terms of Section 11.02(a)


 






    	-414-



    	 



    

 


above, and subject to a right of the applicable Master Servicer or the applicable
Special Servicer, as the case may be, to review and approve such disclosure materials, permit a holder of a related Serviced Pari
Passu Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate by the applicable
Master Servicer or the applicable Special Servicer, as applicable, at the cost of the Other Depositor) for inclusion in the disclosure
materials relating to any securitization of a Serviced Pari Passu Companion Loan.


 


(c)          The
applicable Master Servicer and the applicable Special Servicer, upon reasonable prior written request given in accordance with
the terms of Section 11.02(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid
or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any Other Securitization
such opinion(s) of counsel, certifications, compliance letters and/or indemnification agreement(s) with respect to the updated
description referred to in Section 11.02(b) above with respect to such party, substantially identical to those, if
any, delivered by the applicable Master Servicer or the applicable Special Servicer, as the case may be, or their respective counsel,
in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this
Trust (updated as deemed appropriate by the applicable Master Servicer or the applicable Special Servicer, or their respective
legal counsel, as the case may be). Neither the Master Servicers nor the Special Servicers shall be obligated to deliver any such
item with respect to the securitization of a Serviced Pari Passu Companion Loan if it did not deliver a corresponding item with
respect to this Trust.


 


Section
11.03        Sub-Servicers; Subcontractors and Agents. For so long as
the Trust is subject to the reporting requirements of the Exchange Act, if any Person appointed as a subcontractor or agent
of a Master Servicer, a Special Servicer, the Trustee or the Certificate Administrator (whether appointed directly by such
party or by a Sub-Servicer or subcontractor or agent) would be a Servicing Function Participant, such Master Servicer, such
Special Servicer, the Trustee or the Certificate Administrator, as the case may be, shall promptly following request provide
to the Depositor and the Certificate Administrator a written description (in form and substance satisfactory to the
Depositor) of the role and function of such Person, which description shall include (i) the identity of such
subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in the assessments of compliance to
be provided by such subcontractor or agent. In addition, except with respect to any Designated Sub-Servicer under a
Sub-Servicing Agreement effective as of the Closing Date, for so long as the Trust is subject to the reporting requirements
of the Exchange Act, if any Sub-Servicer, or any subcontractor or agent described above, would be a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB, the engagement of such Person in such capacity shall not be effective unless and until five (5) Business Days have
elapsed following the delivery to the Depositor and the Certificate Administrator of (1) notice of the
proposed engagement and (2) the related agreement (or, if such agreement is not of the type that is required to be filed
under Regulation AB in the good faith judgment of the Depositor, an instrument inuring to the direct benefit of the Depositor
in which such Person affirms the rights of the Depositor contemplated by the next succeeding paragraph). Such notice shall
contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator
to accurately and timely report the event under Item 6.02 of Form 8-K


 






    	-415-



    	 



    

 


pursuant to Section 11.10 (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicers, the Special Servicers,
the Certificate Administrator and the Trustee, as applicable, shall (a) cause each such Sub-Servicing Agreement to entitle the
Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following
any failure of such Person to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation
AB and (b) promptly notify the Depositor following any failure of such Sub-Servicer to deliver any Exchange Act reporting
items that such Sub-Servicer is required to deliver under Regulation AB. The Depositor is hereby authorized to exercise the rights
described in clause (a) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate
a Sub-Servicing Agreement as aforesaid shall not limit any right the Master Servicers, the Special Servicers, the Certificate
Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


 


Section
11.04        Information to be Provided by the Master Servicers and the Special
Servicers. (a) For so long as the Trust is subject to the reporting requirements of the Exchange Act and for
so long as any Other Securitization is subject to the reporting requirements of the Exchange Act (in addition to any
requirements contained in Section 11.10) in connection with the succession to a Master Servicer, Special Servicer
or any Servicing Function Participant (if such Servicing Function Participant is a servicer as contemplated by Item
1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as contemplated by this Agreement or any related Other
Pooling and Servicing Agreement by any Person (i) into which a Master Servicer, Special Servicer or such Servicing
Function Participant may be merged or consolidated, (ii) which may be appointed as a sub-servicer (other than the
appointment of a Designated Sub-Servicer) by a Master Servicer or Special Servicer, or (iii) that is appointed as a
successor Master Servicer or successor Special Servicer pursuant to Section 6.05 or Section 7.02, the
applicable Master Servicer, the applicable Special Servicer, any Servicing Function Participant, the Subordinate Class
Representative, the Trustee or any other person who has the right to remove the applicable Special Servicer under this
Agreement, as applicable (the applicable Master Servicer, the applicable Special Servicer or any Servicing Function
Participant, as applicable, with respect to the foregoing clauses (i) and (ii) and the successor Master
Servicer, the successor Special Servicer, the Subordinate Class Representative, the Trustee or any other person who has the
right to remove the applicable Special Servicer under this Agreement, as applicable with respect to the foregoing clause (iii))
shall provide to the Depositor and to any Other Depositor, at least five (5) Business Days prior to the effective date of
such succession or appointment as long as such disclosure prior to such effective date would not be violative of any
applicable law or confidentiality agreement, otherwise no later than the second Business Day after such effective date, but
in no event later than the time required pursuant to Section 11.10, (x) written notice to the Trustee, the
Certificate Administrator, the Trust Advisor and the Depositor (and any Other Trustee and Other Depositor) of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Trustee, the Certificate
Administrator, the Trust Advisor and the Depositor (or any Other Trustee or Other Depositor), all information relating to
such successor reasonably requested by the Depositor (or such Other


 






    	-416-



    	 



    

 


Depositor) so that it may comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Pari Passu Companion Loan
Securities.


 


Section
11.05        Information to be Provided by the Trustee. For so long as
the Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 11.10)
in connection with the succession to the Trustee as Trustee or co-trustee under this Agreement by any Person (i) into
which the Trustee may be merged or consolidated, (ii) which may be appointed as a co-trustee or separate Trustee
pursuant to Section 8.08, or (iii) that is appointed as a successor Trustee pursuant Section 8.10,
the Trustee (with respect to the foregoing clauses (i) and (ii)) or the successor Trustee (with respect to
the foregoing clause (iii)) shall provide to the Depositor and to any Other Depositor, at least 5 calendar days
prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would
not be violative of any applicable law or confidentiality agreement, otherwise immediately following such effective date, but
in no event later than the time required pursuant to Section 11.10, (x) written notice to the Depositor and
Certificate Administrator, and to any Other Depositor, of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Depositor and Certificate Administrator, and to any Other Depositor, all
information reasonably requested by the Depositor or Other Depositor, so that it may comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Pari Passu Companion Loan Securities.


 


Section
11.06        Filing Obligations. (a) The Master Servicers, the
Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any
Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to
cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause
each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing
relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor
(and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or
such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other
Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any
reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the
Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to
scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or
Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the
Depositor (or such Other Trustee or Other Depositor), as applicable).


 


Each
party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          [Reserved].


 






    	-417-



    	 



    

 


(c)          [Reserved].


 


Section
11.07        Form 10-D Filings. Within 15 days after each Distribution
Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act and the rules and regulations of the Commission thereunder, in form
and substance as required by the Exchange Act and such rules and regulations. A duly authorized representative of the
Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D
with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date
Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule V
and directed to the Certificate Administrator and the Depositor for approval by the Depositor. The Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other
than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such
reporting, direction and approval after the date hereof.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization
is subject to the reporting requirements of the Exchange Act, within five (5) calendar days after the related Distribution Date,
(i) the parties listed on Schedule V hereto shall be required to provide to the Certificate Administrator and
the Depositor (and in the case of any Servicing Function Participant with a copy to the applicable Master Servicer or the applicable
Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or Responsible
Officer, as the case may be, thereof has actual knowledge (other than Item 1117 of Regulation AB as to such party which shall
be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house
legal department of such party), in EDGAR-Compatible Format (to the extent available to such party in such format), or in such
other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor)
and such party, the form and substance of the Additional Form 10-D Disclosure described on Schedule V applicable to
such party, (ii) the parties listed on Schedule V hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit R and (iii) the Certificate Administrator
shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor to the extent that the Certificate
Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D
Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D;
provided that if the Certificate Administrator does not receive a response from the Depositor by such time the Depositor
will be deemed to have consented to the inclusion of such Additional Form 10-D Disclosure. Other than to the extent provided for
in clause (iii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Schedule V of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D


 






    	-418-



    	 



    

 


pursuant to this paragraph shall be
reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense.


 


After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review and approval; provided that the Certificate Administrator shall use its reasonable efforts to provide such copy
to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to
the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of
any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative
of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D,
upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the
15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator
mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously
filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b).
After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available
on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate
Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and
any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties
under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare or file such Form 10-D where such failure results from the Certificate
Administrator’s inability or failure to receive on a timely basis any information from any other party hereto needed to
prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualifying Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and each Mortgage Loan Seller, if applicable, and the Commission’s assigned “Central Index
Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the applicable
Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution
Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and each Mortgage
Loan Seller, in accordance with, and to the extent contemplated by, Section 5(h) of the applicable Mortgage Loan Purchase
Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall
be entitled together to determine the manner of the presentation of such information (including the dates as of which information
is presented) in accordance with applicable laws and regulations.


 






    	-419-



    	 



    

 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the
past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required
reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor
shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date
during any year in which the Trust is required to file a Form 10-D if the answer to the questions should be “no”;
provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization
contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect
to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified
by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence,
the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months)
from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period.
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form
10-D.


 


Section
11.08        Form 10-K Filings. Within 90 days after the end of each
fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form
10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in 2016, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in
form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to
the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this
Agreement:


 


(i)          an
annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12;


 


(ii)        (A)
the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under
Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria
required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance
of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under
Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation as to why such report is not included;


 


(iii)       (A)
the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14,
and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
as to why such report is not included; and


 






    	-420-



    	 



    

 


(iv)        a
Sarbanes-Oxley Certification as required under Section 11.09.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included on
Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the
third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor
and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other
Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee)
will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than
such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting
and approval.


 


Not
later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the
Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other
parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with
written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the
end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request
(which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written
notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement.


 


With
respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required
to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect
to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and
address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide
to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer)
engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer.


 


For
so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st
(with a grace period through March 15th), commencing in March 2016 (i) the parties listed on Schedule VI hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or
Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge
(other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing
Officer or any lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent available to
such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor
and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable
to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit R and (ii) the Certificate


 






    	-421-



    	 



    

 


Administrator shall, at any time prior to filing the related Form
10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable
on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than
the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not
receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional
Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has
no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any
reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the
Collection Account as an Additional Trust Fund Expense.


 


After
preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator
shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after
receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time,
on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature
thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing
Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission
for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant
to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each
Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing
of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable
deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability
with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability
or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on
a timely basis, not resulting from its own negligence, bad faith or willful misconduct.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such


 






    	-422-



    	 



    

 


reports) and (2) has been subject to such filing requirements for the
past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required
reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor
shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the
Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure
of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement,
the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared
or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided,
further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the
Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice,
in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.


 


Section
11.09        Sarbanes-Oxley Certification. Each Form 10-K shall include
a certification (the “Sarbanes-Oxley Certification”), as set
forth in Exhibit T attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each
Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a
Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other
Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than
(x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans to, provide to the Person who signs the Sarbanes-Oxley Certification for the
Trust or any Other Securitization (the “Certifying Person”), by
March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements
of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the
Exchange Act, a certification (each, a “Performance
Certification”), in the form attached hereto as Exhibit S-1, S-2, S-3, S-4, S-5 or S-6,
as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve
as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo
Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to:
Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288. If any
Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing
Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance
Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was
subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.
Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any
period during which there was no Relevant Servicing Criteria applicable to it.


 






    	-423-



    	 



    



 


Notwithstanding the foregoing,
nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or
completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer
or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22),
(ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting
Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything
other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed
except as they have been left blank on their face.


 


Each Performance Certification
shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided
pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to
Section 11.14.


 


With respect to any Non-Trust-Serviced
Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable
efforts to obtain, and upon receipt deliver to the Depositor, a Sarbanes-Oxley back-up certification from the Non-Trust Master
Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator
in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling
and Servicing Agreement.


 


Section 11.10Form
8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure under Form 8-K (each a “Reportable
Event”), to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator
shall, at the direction of the Depositor, prepare and file on behalf of the Trust any Form 8-K required by the Exchange Act; provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form
8-K Disclosure Information”) shall, pursuant to the paragraph immediately below, be reported by the parties set
forth on Schedule VII to which such Reportable Event relates and such Form 8-K Disclosure Information shall be delivered
to the Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee) and approved by the Depositor.
The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information (other than such Form 8-K Disclosure Information which is to be reported by it as set forth on Schedule VII)
absent such reporting and approval.


 


For so long as the Trust
(or any Other Securitization) is subject to the reporting requirements of the Exchange Act, the parties listed on Schedule VII
hereto shall, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge, use
their commercially reasonable efforts to provide to the Depositor and the Certificate Administrator (and to any Other Depositor
and Other Trustee) within one (1) Business Day after the occurrence of the Reportable Event, but shall provide in no event later
than the end of business (New York City time) on the 2nd Business Day after the occurrence of the Reportable Event, the form and
substance of the Form 8-K Disclosure Information described on


 






    	-424-



    	 



    

 


Schedule VII as applicable to such party, in EDGAR-Compatible Format (to the extent available to such party in such format), or in such
other format as otherwise agreed upon by the Certificate Administrator and the Depositor (and such Other Trustee and Other Depositor)
and such party and accompanied by an Additional Disclosure Notification in the form attached hereto as Exhibit R.
The Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K by the end of business on the 2nd Business Day after the Reportable Event; provided that if the
Certificate Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented
to such Form 8-K Disclosure Information. The Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Schedule VII of their duties under this paragraph or proactively solicit
or procure from such parties any Form 8-K Disclosure Information; provided that to the extent that the Certificate Administrator
is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure Information, it shall notify
the Depositor that it has not received such information and, provided, further, that the limitation on liability
provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party
that the Certificate Administrator has engaged to perform its obligations under this Agreement. Any reasonable fees assessed and
any expenses incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form
8-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional
Trust Fund Expense.


 


After preparing the Form
8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on the 3rd Business Day
after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and approval and the Depositor
shall promptly notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to the Form
8-K. No later than noon on the 4th Business Day (New York City time) after the Reportable Event, a duly authorized representative
of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 8-K,
upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the
4th Business Day following the reportable event or (ii) such other time as the Depositor and the Certificate Administrator
mutually agree is permitted by the Commission for the filing such Form 8-K. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b).
After filing with the Commission, the Certificate Administrator will, pursuant to Section 8.12(b), make available on
the Certificate Administrator’s Website a final executed copy of each Form 8-K prepared and filed by the Certificate Administrator.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.10
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in
the performance of their duties under this Section 11.10. The Certificate Administrator shall have no liability for
any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive
approved Form 8-K Disclosure Information within the applicable timeframes set forth in this Section 11.10 and not resulting
from the Certificate Administrator’s own


 






    	-425-



    	 



    

 


negligence,
bad faith or willful misconduct (provided that to the extent that the Certificate Administrator is notified of such Reportable
Event and it does not receive the necessary Form 8–K Disclosure Information, it will notify the Depositor that it has not
received such information and further provided that the limitation on liability provided by this sentence shall not be
applicable if the Reportable Event relates to the Certificate Administrator or any party that the Certificate Administrator has
engaged to perform its obligations under this Agreement).


 


Section 11.11Suspension
of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports. (a) If at any time the
Trust is permitted to suspend its reporting obligations under the Exchange Act, on or before January 30 of the first year in which
the Certificate Administrator is able to do so under applicable law, the Depositor shall direct the Certificate Administrator
to prepare and file any form necessary to be filed with the Commission to suspend such reporting obligations and, to the extent
required, the Depositor shall sign such form. With respect to any reporting period occurring after the filing of such form, the
obligations of the parties to this Agreement under Section 11.01, Section 11.04, Section 11.07,
Section 11.08, Section 11.09 and Section 11.10 above shall be suspended. The Certificate Administrator
shall provide prompt notice to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Trust Advisor and
the Mortgage Loan Sellers that such form has been filed.


 


(b)          If the Certificate
Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, Form 10-D or Form 10-K
required to be filed by this Agreement because required disclosure information either was not delivered to it or was delivered
to it after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate Administrator shall promptly
notify (which notice (which may be sent by fax or by email notwithstanding the provisions of Section 12.05) shall include
the identity of those Reporting Servicers who either did not deliver such information or delivered such information to it after
the delivery deadlines set forth in this Agreement) the Depositor and each Reporting Servicer that failed to make such delivery.
In the case of Form 10-D and Form 10-K, each such Reporting Servicer shall cooperate with the Depositor and the Certificate Administrator
to prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 under the Exchange Act.
In the case of Form 8-K, the Certificate Administrator shall, upon receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D that is required to
be filed on behalf of the Trust. If any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate
Administrator shall notify the Depositor and such other parties as needed and such parties shall cooperate to prepare any necessary
Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by
the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 11.11 related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D
or 10-K is contingent upon the Master Servicers, the Special Servicers and the Depositor performing their duties under this Section.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, where
such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from


 






    	-426-



    	 



    

 


any
other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Form 8-K, Form 10-D
or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
11.12Annual Compliance Statements. (a) The Master Servicers, the Special Servicers, the Certificate
Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer
and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying
Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any
Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially
reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant
(if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB),
cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has
entered into a servicing relationship with respect to the Mortgage Loans to, deliver to the Depositor (and to any Other
Depositor and Other Trustee), the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the
Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s
Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through
March 15th) of each year, commencing in 2016 (or, in the case of an Additional Servicer or Servicing Function Participant
with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or
before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer
thereof, that (A) a review of such Certifying Servicer’s activities during 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. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2016, contact the Trustee
and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no
such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance
statement required by this Section 11.12(a) for such period.


 


(b)         Promptly after
receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor) shall have the right to review such
Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures
by such Certifying Servicer, in the fulfillment of any of the Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Servicing Function Participant shall
be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in any given
year so long as it has received written confirmation from the Depositor that a Form 10-K is not


 






    	-427-



    	 



    

 


required
to be filed in respect of the Trust for the preceding calendar year. The Depositor will provide such written notice if such Form
10-K is not required. If any Certifying Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Certifying Servicer shall provide the Officer’s
Certificate pursuant to this Section 11.12 with respect to the period of time it was subject to this Agreement or
the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.


 


(c)         With respect to
any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator
will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, from the Non-Trust Master Servicer, the Non-Trust
Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator an Officer’s
Certificate in form and substance similar to the Officer’s Certificate described in this Section 11.12 or such
other form as is set forth in the applicable Non-Trust Pooling and Servicing Agreement.


 


Section
11.13Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (subject to a grace
period through March 15th) of each year, commencing in March 2016, the Master Servicers, the Special Servicers (regardless
of whether such Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator,
the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant (each, a “Reporting
Servicer”), each at its own expense, shall and the applicable Master Servicer and the applicable
Special Servicer shall (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such
party, use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant
of such party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other
than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a
servicing relationship with respect to the Mortgage Loans to, furnish, each at its own expense, to the Trustee, the
Certificate Administrator, the Depositor (and to any Other Depositor and Other Trustee) and the Rule 17g-5 Information
Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c)
of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria with respect to
commercial mortgage-backed securities transactions taken as a whole involving such party that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a
statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing
Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion
of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm
has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 11.13
shall be made available to any Privileged Person by the Certificate Administrator pursuant to Section 8.12(b) of
this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c)
of this Agreement.


 






    	-428-



    	 



    

 


No later than 10 Business
Days after the end of each fiscal year for the Trust (and any Other Securitization) for which a Form 10-K is required to be filed,
the Master Servicers and the Special Servicers shall each forward to the Certificate Administrator and the Depositor (and to any
Other Depositor and any Other Trustee) the name and contact information of each Servicing Function Participant engaged by it during
such year or portion thereof (except with respect to any Designated Sub-Servicer) and what Relevant Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicers,
the Special Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function
Participant submit their respective assessments by March 1st (subject to a grace period through March 15th), as applicable, to
the Certificate Administrator, each such party shall also at such time, if it has received the assessment (and attestation pursuant
to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in
its submission to the Certificate Administrator.


 


Promptly after receipt
of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor) shall have the right to review
each such report and, if applicable, consult with the Master Servicers, the Special Servicers, the Certificate Administrator, the
Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance
with the Relevant Servicing Criteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments,
taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule III and notify the
Depositor (and any Other Depositor) of any exceptions. None of the Master Servicers, the Special Servicers, the Certificate Administrator,
the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor
to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from
the Depositor (and any Other Depositor) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of
Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for
the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting
Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary
servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13
with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing
agreement, as the case may be.


 


The parties hereto acknowledge
that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant
to this Section 11.13 by a Master Servicer, a Special Servicer, the Certificate Administrator, the Trustee, the Trust
Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’
obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement.


 


With respect to any Non-Trust-Serviced
Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable
efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of


 






    	-429-



    	 



    

 


compliance
as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer,
the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and
in form and substance similar to the annual report on assessment of compliance described in this Section 11.13 and
the attestation described in Section 11.14 below.


 


Section 11.14Annual
Independent Public Accountants’ Servicing Report. By March 1st (subject to a grace period through March 15th), of each
year, commencing in March 2016 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to the
applicable Special Servicer, such party shall provide such report to such Special Servicer on or before March 1st (subject to
a grace period through March 5th)), each Reporting Servicer, each at its own expense, shall cause, and each Reporting Servicer,
as applicable, shall (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer, use commercially
reasonable efforts to cause and (ii) with respect to any other Servicing Function Participant, cause, each Servicing Function
Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the
Mortgage Loans, each at such Servicing Function Participant’s own expense, a registered public accounting firm (which may
also render other services to such Reporting Servicer or such Servicing Function Participant, as the case may be) and that is
a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator,
the Depositor, the Trust Advisor (in the case of a Special Servicer only) (and to any Other Depositor and Other Trustee) and the
Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant
to Section 8.12(c) of this Agreement), to the effect that (i) it has obtained a representation regarding certain
matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance
with the Relevant Servicing Criteria in all material respects, and (ii) on the basis of an examination conducted by such
firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to
whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects,
or it cannot express an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria. If an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it
was unable to express such an opinion. Such report must be available for general use and not contain restricted use language.


 


Promptly after receipt
of such report from each Reporting Servicer, (i) the Depositor shall have the right to review the report and, if applicable,
consult with the related Reporting Servicer as to the nature of any material instance of noncompliance by such Reporting Servicer
with the Servicing Criteria applicable to such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s
obligations hereunder or under any applicable Sub-Servicing Agreement or primary servicing agreement, and (ii) the Certificate
Administrator shall confirm that each assessment submitted pursuant to Section 11.13 above is coupled with an attestation
meeting the requirements of this Section and notify the Depositor and any Other Depositor of any exceptions. No Reporting Servicer
shall be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in any given year so long as
it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for
the preceding calendar year. The Depositor will provide such written notice if such


 






    	-430-



    	 



    

 


Form
10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the report pursuant
to this Section 11.14 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing
Agreement or primary servicing agreement, as the case may be.


 


Section 11.15Exchange
Act Reporting Indemnification. Each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust
Advisor and the Trustee shall indemnify and hold harmless each Certification Party, the Depositor and any Other Depositor, their
respective directors and officers, and each other person who controls any such entity within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other
liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any
claim or litigation arising out of (i) the failure to perform its obligations to the Depositor or any Other Depositor or
Certificate Administrator (or any Other Trustee) under this Article XI by the time required after giving effect to
any applicable grace period or cure period or (ii) the failure of any Servicing Function Participant or Additional Servicer
retained by it (other than a Designated Sub-Servicer) to perform its obligations to the Depositor or any Other Depositor or Certificate
Administrator or any Other Trustee under this Article XI by the time required after giving effect to any applicable
grace period and cure period or (iii) any Deficient Exchange Act Deliverable regarding, and delivered by or on behalf of,
such party.


 


In addition, each of
the applicable Master Servicer, the applicable Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator,
the Custodian and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and any Other Depositor as necessary for the
Depositor or Other Depositor to conduct any reasonable due diligence necessary to evaluate and assess any material instances of
non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act,
the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission regarding information (x) delivered by the applicable
Master Servicer, the applicable Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the
Custodian, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected
Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting
Party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which
information is contained in a report filed by the Depositor or Other Depositor under the Reporting Requirements and which comments
are received subsequent to the Depositor’s or Other Depositor’s filing of such report, the Depositor or Other Depositor
shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected
Reporting Party shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s
or Other Depositor’s response to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor
or Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or


 






    	-431-



    	 



    

 


delayed),
to directly communicate with the Commission and negotiate a response and/or resolution with the Commission; provided, if
an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the applicable Master Servicer,
the applicable Master Servicer shall receive copies of all material communications pursuant to this paragraph. If such election
is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep
the Depositor or Other Depositor informed of its progress with the Commission and copy the Depositor or Other Depositor on all
correspondence with the Commission and provide the Depositor or Other Depositor with the opportunity to participate (at the Depositor’s
or Other’s Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor
or Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its
representatives to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating
to such Affected Reporting Party and to notify the Commission of such authorization. The Depositor (or Other Depositor) and the
Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for
extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred
by the Depositor or Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or Other
Depositor) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or Other
Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission therewith shall be promptly
paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or Other Depositor. Each
of the applicable Master Servicer, the applicable Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax
Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant
or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference
to, and an obligation to comply with, this paragraph) in the related sub-servicing or similar agreement.


 


The Master Servicers,
the Special Servicers, the Certificate Administrator and the Trustee and the Trust Advisor shall use commercially reasonable efforts
to cause each related Servicing Function Participant (other than any party to this Agreement) with which it has entered into a
servicing relationship with respect to the Mortgage Loans, to indemnify and hold harmless the Certification Parties from and against
any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance
statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable Sub-Servicing
Agreement or primary servicing agreement, as applicable or (ii) other than with respect to Designated Sub-Servicers, any Deficient
Exchange Act Deliverable regarding, and delivered by or on behalf of, such Servicing Function Participant.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicers, the Special
Servicers, the Certificate Administrator, the Trustee, the Trust Advisor, each Additional Servicer or other Servicing Function
Participant (the “Performing Party”) shall use commercially reasonable
efforts to cause each Servicing Function Participant (other than any party to this Agreement) with which it has


 






    	-432-



    	 



    

 


entered
into a servicing relationship with respect to the Mortgage Loans, to contribute to the amount paid or payable to the Certification
Party as a result of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate
to reflect the relative fault of the Certification Party on the one hand and the Performing Party on the other in connection with
a breach of the Performing Party’s obligations pursuant to this Article XI. The Master Servicers, the Special
Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall use commercially reasonable efforts to cause
each related Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing
relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.


 


Promptly after receipt
by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof
is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof; but
the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party
under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying party. In case any
such action is brought against any indemnified party, after the indemnifying party has been notified of the commencement of such
action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the extent that it may wish,
shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly notified) with counsel reasonably
satisfactory to such indemnified party (which approval shall not be unreasonably withheld or delayed), and after notice from the
indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party for any expenses subsequently incurred in connection with the defense thereof other than reasonable
costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party fails, within
a reasonable period of time, to designate counsel that is reasonably satisfactory to the indemnified party (which approval shall
not be unreasonably withheld or delayed). In no event shall the indemnifying parties be liable for fees and expenses of more than
one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its
written consent. However, if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against
any loss or liability by reason of such settlement to the extent that the indemnifying party is otherwise required to do so under
this Agreement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding
with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or, if such settlement
(i) provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding
that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and (ii) does
not


 






    	-433-



    	 



    

 


require
an admission of fault by the indemnified party, without the consent of the indemnified party.


 


Section
11.16Amendments. This Article XI may be amended by the written consent of all the parties hereto
pursuant to Section 12.01 for purposes of complying with Regulation AB without, in each case, any Opinions of
Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that no such amendment shall eliminate the reports or
statements required by Section 11.12, Section 11.13 or Section 11.14 without the receipt
of a letter from each Rating Agency confirming that the elimination of such reports and certificates will not result in a
downgrade, qualification or withdrawal of the then-current rating of the Certificates.


 


Section 11.17Exchange
Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report
and Form 10-K report shall be signed by the Depositor in accordance with procedures to be agreed upon by the Depositor and the
Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue,
2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department,
D1053-300, 301 South College St., Charlotte, North Carolina 28288.


 


(b)          Notwithstanding
anything in Section 11.05 to the contrary, any notice required to be delivered to (i) the Depositor under this
Article XI shall be properly given if sent by facsimile to (212) 214-8970, Attention: A.J. Sfarra, with a copy to (704)
715-2378, Attention: Jeff D. Blake, Esq. (or such other number as the Depositor may instruct) and/or by email to anthony.sfarra@wellsfargo.com,
with a copy to jeff.blake@wellsfargo.com (or such other email address as the Depositor may instruct) and (ii) to the Certificate
Administrator under this Article XI shall be properly given if sent by facsimile to (410) 715-2380, Attention: SEC
Notifications, or such other number as the Certificate Administrator may instruct and/or by email to cts.sec.notifications@wellsfargo.com
(or such other email address as the Certificate Administrator may instruct).


 


(c)          For the avoidance
of doubt:


 


(i)           neither
a Master Servicer nor a Special Servicer shall be subject to a Servicer Termination Event pursuant to either the last clause of
the definition of Servicer Termination Event nor shall any such party be deemed to not be in compliance under this Agreement,
during any grace period provided for in this Article XI, provided that if any such party fails to comply with
the delivery requirements of this Article XI by the expiration of any applicable grace period such failure shall constitute
a Servicer Termination Event;


 


(ii)          neither
a Master Servicer nor a Special Servicer shall be subject to a Servicer Termination Event pursuant to either the last clause of
the definition of Servicer Termination Event nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time


 






    	-434-



    	 



    

 


required
hereunder with respect to any reporting period for which the Trust is not required to file Exchange Act reports; and


 


(iii)         neither
a Master Servicer nor a Special Servicer shall be subject to a Servicer Termination Event pursuant to the last clause of the definition
of Servicer Termination Event, nor shall any such party be deemed to not be in compliance under this Agreement, in connection
with any failure of a Servicing Function Participant, Sub-Servicing Entity, Sub-Servicer or Designated Sub-Servicer that was hired
or engaged by the other to deliver any Exchange Act reporting items that such Servicing Function Participant, Sub-Servicing Entity,
Sub-Servicer or Designated Sub-Servicer is required to deliver.


 


(d)          In the event the
Certificate Administrator or the Depositor does not receive the assessment of compliance and/or the attestation report with respect
to any Servicing Function Participant, or with respect to any Servicing Function Participant retained or engaged by a party hereto
that is actually known by a Responsible Officer of the Certificate Administrator or the Depositor, as the case may be, by March
15th of any year during which an annual report on Form 10-K is required to be filed with the Commission with respect to the Trust,
then the Certificate Administrator shall, and the Depositor may, forward a Servicer Notice to such Servicing Function Participant
or the party hereto that retained or engaged such Servicing Function Participant, as the case may be, with a copy of such Servicer
Notice to the Depositor (if the Certificate Administrator is sending the Servicer Notice) or the Certificate Administrator (if
the Depositor is sending the Servicer Notice), as applicable, within two (2) Business Days of such failure. For the purposes of
this Article XI and Section 7.01 of this Agreement, a “Servicer Notice” shall constitute either
any writing forwarded to such party or, in the case of the Master Servicers and the Special Servicers, notwithstanding the provisions
of Section 12.05, e-mail notice or fax notice which, in the case of an email transmission, shall be forwarded to all
of the following e-mail addresses for the applicable party: in the case of a Master Servicer, to the applicable email address as
provided in Section 12.06, and in the case of a Special Servicer, to the applicable e-mail address as provided in writing
by such Special Servicer upon request, or such other e-mail addresses as are provided in writing by such Master Servicer or such
Special Servicer, as applicable, to the Certificate Administrator and the Depositor (but any party to this Agreement (or someone
acting on their behalf) shall only be required to forward any such notice to be delivered to each Master Servicer to no more than
three e-mail addresses in the aggregate in order to fulfill its notification requirements as set forth in the preceding sentence
and/or under the provisions of Section 7.01. Notwithstanding anything herein to the contrary, the forwarding of a Servicer
Notice shall not relieve any Master Servicer or Special Servicer of any liability under Section 7.01(a)(xii) for the
failure of any Servicing Function Participant or Sub-Servicing Entity to deliver any Exchange Act reporting items pursuant to this
Article XI.


 


Section 11.18Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may
terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator fails to comply
with any of its obligations under this Article XI; provided that (a) such termination shall not be effective
until a successor certificate administrator shall have accepted the appointment, (b) the Certificate Administrator may not
be terminated if it cannot perform its obligations due to its failure to properly prepare or file on a timely basis any Form 8-K,
Form 10-K or Form 10-D or


 






    	-435-



    	 



    

 


any
amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability
or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction or
signature from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K or Form
10-D or any amendments to such forms or any form 12b-25 not resulting from its own negligence, bad faith or willful
misconduct, (c) if, following the Certificate Administrator’s failure to comply with any of such obligations under Section 11.07, Section 11.08, Section 11.10, Section 11.12, Section 11.13
or Section 11.14 on or prior to the dates and times by which such obligations are to be performed pursuant to,
and as set forth in, such Sections the Certificate Administrator subsequently complies with such obligations before the
Depositor gives written notice to it that it is terminated in accordance with this Section 11.18 and (d) the
Certificate Administrator may not be terminated if the Certificate Administrator’s failure to comply does not cause it
to fail in its obligations to timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related
deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right to terminate the
Certificate Administrator under this Section 11.18 on the date on which such Form 8-K, Form 10-D or Form 10-K is
so filed.


 


ARTICLE
XII



MISCELLANEOUS PROVISIONS


 


Section
12.01Amendment. (a) This Agreement may be amended from time to time by the mutual agreement of the
parties hereto, without the consent of any of the Certificateholders or any of the Pari Passu Companion Loan Holders,
(i) to cure any ambiguity, (ii) to correct, modify or supplement any provision herein which may be inconsistent
with any other provision herein or to correct any error, (iii) to cause the provisions of this Agreement to conform or
be consistent with or in furtherance of the statements made in the Prospectus Supplement (or, in the Private Placement
Memorandum relating to the Non-Registered Certificates) made with respect to the Certificates, the Trust or this Agreement,
(iv) to make any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent
with the then existing provisions hereof, (v) as evidenced by an Opinion of Counsel delivered to the Trustee, the Master
Servicers and the Special Servicers, to relax or eliminate (A) any requirement hereunder imposed by the REMIC Provisions
(if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated) or
(B) any transfer restriction imposed on the Certificates pursuant to Section 5.02(b) or Section 5.02(c)
(if applicable law is amended or clarified such that any such restriction may be relaxed or eliminated), (vi) as
evidenced by an Opinion of Counsel delivered to the Trustee, either (X) to comply with any requirements imposed by the Code
or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if
made effective, would apply retroactively to any REMIC Pool or the Grantor Trust Pool at least from the effective date of
such amendment, or (Y) to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would
arise from any actions taken with respect to the operation of any REMIC Pool or the Grantor Trust Pool, (vii) subject to Section 5.02(d)(iv),
to modify, add to or eliminate any of the provisions of Section 5.02(d)(i), Section 5.02(d)(ii) or Section 5.02(d)(iii),
(viii) to avoid an Adverse Rating Event with respect to


 






    	-436-



    	 



    

 


any
Class of Rated Certificates or (ix) for the purpose of amending the duties and procedures by which the Rule 17g-5 Information
Provider is bound; provided that: (1) any such amendment for the specific purposes described in clause (iv),
(vii) or (ix) above shall not adversely affect in any material respect the interests of any Certificateholder or any
third party beneficiary of this Agreement or of any provision hereof, as evidenced by the Trustee’s and Certificate Administrator’s
receipt of an Independent Opinion of Counsel to that effect; (2) no such amendment may adversely affect any Serviced Pari
Passu Companion Loan Holder related to any Serviced Loan Combination then serviced and administered under this Agreement without
the written consent of such Serviced Pari Passu Companion Loan Holder; and (3) no such amendment may materially adversely
affect the rights, or increase the obligations, of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan
Purchase Agreement without the written consent of such Mortgage Loan Seller.


 


This Agreement may also
be amended as provided in Section 3.27(h), subject to Section 12.01(c) and Section 12.01(g).


 


(b)This Agreement
may also be amended from time to time by the mutual agreement of the parties hereto, with the consent of (1) the Holders of
Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class of Certificates that is materially
affected by the amendment and except as required pursuant to clause (2), without the consent of any of the Pari Passu Companion
Loan Holders and (2) any Serviced Pari Passu Companion Loan Holders materially affected by the amendment, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of Certificates or a Serviced Pari Passu Companion Loan Holder; provided that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Certificates without
the consent of each affected Certificateholder, or which are to be distributed to any Serviced Pari Passu Companion Loan Holder
without the consent of such Serviced Pari Passu Companion Loan Holder, (ii) reduce the aforesaid percentage of the Voting
Rights which are required to consent to any such amendment, without the consent of all the holders of each Class of Certificates
affected thereby, (iii) adversely affect the status of any REMIC Pool as a REMIC under the Code, without the consent of 100%
of the Certificateholders, (iv) adversely affect the status of the Grantor Trust Pool as a Grantor Trust under the Code, without
the consent of 100% of the Certificateholders of the Class of Certificates that evidences the entirety of the interests in the
related portion of the Grantor Trust Pool, (v) amend this Section 12.01 without the consent of all the Holders
of all Certificates of the Class(es) affected thereby and the consent of any Serviced Pari Passu Companion Loan Holder if affected
thereby, (vi) otherwise materially adversely affect any Class of Certificateholders without the consent of all of the Certificateholders
of that Class, (vii) materially adversely affect the holder of any Serviced Pari Passu Companion Loan without the consent
of such holder, or (viii) materially adversely affect the rights, or increase the obligations, of any Mortgage Loan Seller
under this Agreement or the related Mortgage Loan Purchase Agreement without the written consent of such Mortgage Loan Seller.
The Trustee shall not agree to amend any Mortgage Loan Purchase Agreement in any manner that would adversely affect in any material
respect the interests of the Holders of any Class of Certificates, except with the consent of the Holders of all Certificates of
such Class. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant
to this Section 12.01, Certificates registered in the name of the Depositor or any


 






    	-437-



    	 



    

 


Affiliate
of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if registered
in the name of any other Person.


 


In addition, this Agreement
shall not be amended in any manner that materially adversely affects any Serviced Pari Passu Companion Loan without the consent
of the related Serviced Pari Passu Companion Loan Holder.


 


(c)          Notwithstanding
any contrary provision of this Agreement, none of the Certificate Administrator, the Trustee, the Master Servicers, the Special
Servicers, or Trust Advisor shall consent to any amendment to this Agreement unless it shall first have obtained or been furnished
with an Opinion of Counsel to the effect that (i) neither such amendment nor the exercise of any power granted to any party
hereto in accordance with such amendment will result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor
Trust Event with respect to the Grantor Trust Pool and (ii) such amendment is authorized or permitted hereunder and all conditions
precedent to such amendment have been met.


 


(d)          At least five
(5) Business Days prior to the execution of any proposed amendment by the parties hereto, the party requesting such amendment shall
provide notice of such amendment (together with a proposed draft of such amendment) to the Rule 17g-5 Information Provider, who
shall promptly post such materials to the Rule 17g-5 Information Provider’s Website. Promptly after the execution and delivery
of any amendment by all parties thereto, the Certificate Administrator shall deliver a copy thereof to each Certificateholder and
any Serviced Pari Passu Companion Loan Holder and shall notify the Rule 17g-5 Information Provider, who shall promptly post a copy
of such amendment to the Rule 17g-5 Information Provider’s Website.


 


(e)          It shall not be
necessary for the consent of Certificateholders under this Section 12.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization, execution and delivery thereof by Certificateholders shall be subject to such reasonable regulations
as the Trustee may prescribe.


 


(f)          The Trustee and
the Certificate Administrator each may but shall not be obligated to enter into any amendment pursuant to this Section 12.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The cost of any
Opinion of Counsel to be delivered pursuant to Section 12.01(a) or Section 12.01(c) shall be borne by the
Person seeking the related amendment, except that if the Trustee requests any amendment of this Agreement that it reasonably believes
protects or is in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 12.01(a) or Section 12.01(c) shall be payable out of the Distribution
Account as an Additional Trust Fund Expense; provided, however, if such amendment is requested by any other party
for the benefit of Certificateholders as evidenced by an Officer’s Certificate to such effect delivered by such requesting
party, the expense of any related Opinion of Counsel shall be an expense of the Trust.


 






    	-438-



    	 



    

 


Section 12.02Recordation
of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation
in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Trustee at the expense of the Trust (payable out of the Distribution Account), but only
if (i) a Master Servicer or a Special Servicer, as applicable, determines in its reasonable good faith judgment, that such
recordation materially and beneficially affects the interests of the Certificateholders and so informs the Trustee in writing
and (ii) the Subordinate Class Representative consents.


 


(b)          For the purpose
of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute
but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document
Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this
Agreement.


 


Section 12.03Limitation
on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder or Pari Passu Companion Loan
Holder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s or Pari Passu Companion
Loan Holder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for
a partition or winding-up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or
any of them.


 


(b)          No Certificateholder
or Pari Passu Companion Loan Holder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise
control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders and/or Pari Passu
Companion Loan Holders from time to time as partners or members of an association; nor shall any Certificateholder or Pari Passu
Companion Loan Holder be under any liability to any third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.


 


(c)          No Certificateholder
or Pari Passu Companion Loan Holder shall have any right by virtue of any provision of this Agreement or the Certificates to institute
any suit, action or proceeding in equity or at law against any party hereto upon or under or with respect to this Agreement or
the Certificates, or any Borrower upon or under or with respect to any Mortgage Loan, unless such Person previously shall have
given to the Trustee a written notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless
also (except in the case of a default by the Trustee) the Holders of Certificates entitled to at least 25% of the Voting Rights
(in the case of a Certificateholder) or the related Pari Passu Companion Loan Holder(s), as the case may be, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit


 






    	-439-



    	 



    

 


or
proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder
and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision
of this Agreement or the Certificates to affect, disturb or prejudice the rights of any other Holders of Certificates, or to obtain
or seek to obtain priority over or preference to any other such Holder (which priority or preference is not otherwise provided
for herein), or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided
and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions
of this Section 12.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.


 


Section 12.04Governing
Law; Consent to Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND THE CERTIFICATES AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE CERTIFICATES, THE RELATIONSHIP OF THE PARTIES, AND/OR
THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY (I) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO, OR ARISING DIRECTLY OR INDIRECTLY OUT OF, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
(II) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY
WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES.


 


Section 12.05Notices.
Any communications provided for or permitted hereunder shall be in writing (including by facsimile) and, unless otherwise expressly
provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile notice, when received):
(i) in the case of the Depositor, c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York
10152, Attention: A.J. Sfarra, with a copy to: Jeff D. Blake, Esq., Wells Fargo Law Department, D1053-300, 301 South College St.,
Charlotte, North Carolina 28288; (ii) in the case of the General Master Servicer, Wells Fargo Bank, National Association,
Commercial Mortgage Servicing, 1901 Harrison Street, Oakland, California 94612, Attention: WFCM 2015-LC22 Asset Manager, facsimile
number: (866) 661-8969, and Wells Fargo Bank, National Association, Commercial Mortgage Servicing, MAC D1086-120, 550 South Tryon
Street, 14th Floor, Charlotte, North Carolina 28202, Attention: WFCM 2015-LC22, facsimile number: (704) 715-0036, with a copy
to Wells Fargo Bank, National Association, Legal Department, 301 S. College St., TW-30, Charlotte, North Carolina 28288-0630,
Attention: Commercial Mortgage Servicing Legal Support, Reference: WFCM 2015-LC22; (iii) in the case of the NCB Master Servicer,
National Cooperative Bank, N.A., 2011 Crystal Drive, Suite 800, Arlington, Virginia 22202, Attention: Kathleen Luzik, Chief Operating


 






    	-440-



    	 



    

 


Officer,
facsimile number (703) 647-3470, email: kluzik@ncb.coop, with a copy to National Cooperative Bank, N.A., 2011 Crystal Drive, Suite
800, Arlington, Virginia 22202, Attention: Matthew Wehland, Senior Vice President, facsimile number (703) 647-3470, email: mwehland@ncb.coop;
(iv) in the case of the General Special Servicer, Rialto Capital Advisors, LLC, 790 NW 107th Avenue, 4th Floor, Miami, Florida
33172, Attention: Liat Heller, facsimile number: (305) 229-6425, e-mail: liat.heller@rialtocapital.com; with copies to 790 NW
107th Avenue, 4th Floor, Miami, Florida 33172, Attention: Jeff Krasnoff, facsimile number (305) 229-6425, e-mail: jeff.krasnoff@rialtocapital.com,
Attention: Niral Shah, facsimile number (305) 229-6425, email: niral.shah@rialtocapital.com, and Attention: Adam Singer, facsimile
number (305) 229-6425, email: adam.singer@rialtocapital.com; (v) in the case of the NCB Special Servicer, National Cooperative
Bank, N.A., 2011 Crystal Drive, Suite 800, Arlington, Virginia 22202, Attention: Kathleen Luzik, Chief Operating Officer, facsimile
number (703) 647-3473, email: kluzik@ncb.coop, with a copy to National Cooperative Bank, N.A., 2011 Crystal Drive, Suite 800,
Arlington, Virginia 22202, Attention: Matthew Wehland, Senior Vice President, facsimile number (703) 647-3473, email: mwehland@ncb.coop;
(vi) in the case of the Trust Advisor, Park Bridge Lender Services LLC, 560 Lexington Avenue, 17th floor, New York, New York
10022, Attention: WFCM 2015-LC22—Surveillance Manager (with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com);
(vii) in the case of the Certificate Registrar, Certificate Administrator, Tax Administrator and Custodian, Wells Fargo Bank,
National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services WFCM 2015-LC22; (viii) in
the case of the Trustee, Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
CMBS Trustee WFCM 2015-LC22; (ix) in the case of any Mortgage Loan Seller (or LC Holdings, LC REIT or LC TRS; provided that
any notice, report or other communication to LCF pursuant to Article II shall also be sent to LC Holdings, LC REIT and LC TRS),
the address for notices to such Mortgage Loan Seller, as applicable, under the related Mortgage Loan Purchase Agreement; and (x) in
the case of the initial Subordinate Class Representative, Rialto CMBS VI, LLC, c/o Rialto Capital Management LLC, 600 Madison
Avenue, 12th Floor, New York, New York 10022, facsimile number: (212) 751-4646, Attention: Josh Cromer, and to Rialto CMBS VI,
LLC, c/o Rialto Capital Management LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022, facsimile number: (212) 751-4646,
Attention: Joseph Bachkovsky; or as to each such Person such other address and/or facsimile number as may hereafter be furnished
by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to a Certificateholder
shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.


 


Any party required to
deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written notice
of the events or information specified in Section 8.12(c) to the Rating Agencies at the address listed below, promptly
following the occurrence thereof; provided that such notice or other information is first provided to the Rule 17g-5 Information
Provider in accordance with the procedures set forth in Section 8.12. In addition, the Trustee shall deliver copies
of any documents required to be delivered to the Rating Agencies under this Agreement to the Rating Agencies at the time such documents
are required to be delivered pursuant to this Agreement. A Master Servicer or a Special Servicer, as applicable, and Trustee also
shall furnish such other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies to the extent
such party has or can obtain such information without unreasonable effort or expense; provided that such


 






    	-441-



    	 



    

 


other
information is first provided to the Rule 17g-5 Information Provider in accordance with the procedures set forth in Section 8.12;
provided, further, that the Rule 17g-5 Information Provider shall not disclose which Rating Agency has requested
such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer
Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder
shall be in writing.


 


Any notices to the Rating
Agencies shall be sent to the following: (A) Fitch Ratings, Inc., One State Street Plaza, 31st Floor, New York, New York 10004,
Attention: Commercial Mortgage Surveillance Group, fax number: (212) 635-0295, email address: britt.johnson@fitchratings.com, (B) Moody’s
Investors Service, Inc., 7 World Trade Center, New York, New York 10007, Attention: Commercial Mortgage Surveillance Group, e-mail
address: cmbssurveillance@moodys.com, and (C) Morningstar Credit Ratings, LLC, 200 Gibraltar Road, Suite 300, Horsham, Pennsylvania
19044, Attention: CMBS Surveillance, fax number: (267) 960-6002, email: cmbsratings@morningstar.com; or as to each such Person
such other address and/or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing. Delivery
of notices and information to the Rating Agencies shall be subject to strict compliance with Section 3.27.


 


For purposes of any communication
hereunder, the party delivering the communication shall be entitled to rely on the notice address set forth in or established under
the preceding paragraphs of this Section 12.05.


 


Section 12.06Communications
by Electronic Mail. Each communication that is expressly permitted or required hereunder to be sent, forwarded or delivered
by means of electronic mail shall be so sent, forwarded or delivered to: (i) in the case of the Certificate Administrator,
(a) for purposes of Article XI, cts.sec.notifications@wellsfargo.com, and (b) for all other purposes, trustadministrationgroup@wellsfargo.com
and cts.cmbs.bond.admin@ wellsfargo.com, except for any items delivered pursuant to Section 3.29, which items shall be
sent to CMBSexcludedinformation@wellsfargo.com; (ii) in the case of the Rule 17g-5 Information Provider, 17g5InformationProvider@wellsfargo.com;
(iii) in the case of the General Master Servicer, commercial.servicing@wellsfargo.com (or, with respect to requests for rating
agency or investor information, RAInvRequests@wellsfargo.com); (iv) in the case of the NCB Master Servicer, WFCM2015LC22@ncb.com;
(v) in the case of the General Special Servicer, liat.heller@rialtocapital.com; with copies to jeff.krasnoff@rialtocapital.com,
niral.shah@rialtocapital.com and adam.singer@rialtocapital.com; (vi) in the case of the NCB Special Servicer, WFCM2015LC22@ncb.com;
(vii) in the case of the Trustee, cmbstrustee@wilmingtontrust.com, facsimile number (302) 630-4140; (viii) in the case
of the Trust Advisor, cmbs.notices@parkbridgefinancial.com; and (ix) in the case of each other party hereto and the Initial
Majority Subordinate Certificateholder, the address set forth in the Notice of Electronic Addresses dated the Closing Date and
executed by all such parties; or, as to each such Person, such other electronic mail address as may hereafter be furnished by
such Person to the other parties hereto and to the Initial Majority Subordinate Certificateholder in a written notice delivered
in accordance with Section 12.05. For purposes of such a communication, the party sending, forwarding or delivering
such a communication shall be entitled to rely on the electronic mail address set forth in or established pursuant to the preceding
sentence. This Section shall not be construed to modify Section 12.05, nor to authorize, permit or make binding


 






    	-442-



    	 



    

 


any
communication that is not expressly permitted or required hereunder to be sent, forwarded or delivered by means of electronic
mail.


 


Section 12.07Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenant(s), agreement(s), provision(s) or term(s) shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 12.08Successors
and Assigns; Beneficiaries. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto, their respective successors and assigns and, as express third party beneficiaries (with all right to enforce the obligations
hereunder intended for their benefit as if a party hereto), the Sub-Servicers, the Underwriters, the Mortgage Loan Sellers, any
Other Depositors, and the non-parties referred to in Section 6.03 and Section 8.05 and all such provisions
shall inure to the benefit of the Certificateholders. Any Serviced Pari Passu Companion Loan Holders and the Subordinate Class
Representative (other than any Serviced Pari Passu Companion Loan Holder or Subordinate Class Representative that is same Person
as or an Affiliate of the related Borrower) and any designees thereof acting on behalf of or exercising the rights of such Serviced
Pari Passu Companion Loan Holders or Subordinate Class Representative shall be third party beneficiaries to this Agreement with
respect to their rights as specifically provided for herein and shall be entitled to enforce their respective rights hereunder.
In addition, each Non-Trust Master Servicer, Non-Trust Special Servicer, Other Master Servicer, Other Special Servicer, Other
Trustee and Serviced Loan Combination Special Servicer is an intended third party beneficiary under this Agreement with respect
to any provision herein expressly relating to compensation, reimbursement or indemnification of such Non-Trust Master Servicer,
Non-Trust Special Servicer, Other Master Servicer, Other Special Servicer, Other Trustee or Serviced Loan Combination Special
Servicer and the provisions regarding the coordination of Advances and any other rights afforded such party hereunder.


 


Section 12.09Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.


 


Section 12.10Notices
to Subordinate Class Representative. The Trustee, the Master Servicers and the Special Servicers shall (other than with respect
to an Excluded Loan) each deliver to the Subordinate Class Representative a copy of each notice or other item of information such
Person is required to deliver to the Rating Agencies pursuant to Section 8.12, in each case at approximately the same
time with the delivery thereof to the Rating Agencies, to the extent not already delivered to the Subordinate Class Representative
pursuant to this Agreement.


 


Section 12.11Complete
Agreement. This Agreement embodies the complete agreement among the parties and may not be varied or terminated except by
a written agreement conforming to the provisions of Section 12.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.


 






    	-443-



    	 



    

 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    	-444-



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


 


	 	WELLS FARGO COMMERCIAL MORTGAGE
SECURITIES, INC., Depositor
	 	 
	 	By: 	/s/ Anthony Sfarra
	 	 	Name: Anthony Sfarra
Title: President



 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
General Master Servicer
	 	 
	 	By: 	/s/ Joseph Newell III
	 	 	Name:  Joseph Newell III
Title: Director



 


	 	RIALTO CAPITAL ADVISORS, LLC, General Special Servicer
	 	 
	 	By: 	/s/ Cheryl Baizan
	 	 	Name: Cheryl Baizan
Title: Chief Financial Officer



 


	 	NATIONAL COOPERATIVE BANK,
N.A., NCB Master Servicer
	 	 
	 	By: 	/s/ Matthew Wehland
	 	 	Name: Matthew Wehland
Title: Senior Vice President












    	 



    	 



    

 


	 	NATIONAL COOPERATIVE BANK,
N.A., NCB Special Servicer
	 	 
	 	By: 	/s/ Matthew Wehland
	 	 	Name: Matthew Wehland
Title: Senior Vice President



 


	 	PARK
BRIDGE LENDER SERVICES LLC, Trust Advisor
	 	 
	 	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:	/s/ David M. Rodgers
	 	 	Name: David M. Rodgers
Title: Managing Member




 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 

Certificate Administrator, Tax Administrator and Custodian
	 	 
	 	By: 	/s/ Michael Baker
	 	 	Name: Michael Baker
Title: Assistant Vice President












    	 



    	 



    

 


	 	WILMINGTON TRUST, NATIONAL
ASSOCIATION, 

Trustee
	 	 
	 	By: 	/s/ Erwin M. Soriano
	 	 	Name: Erwin M. Soriano
Title: Vice President












    	 



    	 



    

     




 





	STATE OF North Carolina	)	 
	 	)	ss.:
	COUNTY OF Mecklenburg	)	 




 


On the 24
day of September 2015, before me, a notary public in and for said State, personally appeared Joseph Newell III,
personally known to me   to be a Director of Wells Fargo, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument..





IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/
    ERICA L. SMITH
	 	Notary
    Public
		 



    	ERICA
                                         L. SMITH

        NOTARY
        PUBLIC

        Gaston
        County

        North
        Carolina

        My
        Commission Expires 7/15/2017

         

        [SEAL]
	 
	 
	My
    commission expires:	

	July
    15, 2017	


 








    	  



    	 



    

 





	STATE OF NY	)	 	 
	 	)	ss.:	 
	COUNTY OF NY	)	 	 


On the
16 day of September 2015, before me, a notary public in and for said State, personally appeared Anthony Sfarra,
personally known to me to be a President of Wells Fargo Commercial Mortgage Securities, one of the entities that
executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 /s/ Lillian Calcaterra
	 	Notary Public
	
         

        LILIAN CALCATERRA

        NOTARY PUBLIC, State of New York

        No. 01CA4971671

        Qualified in Kings County

        Cert. Filed in New York County

        Commission Expires Sept. 10, 2018

         
	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 9/10/2018	 







 






    	  



    	 



    

 





	STATE OF FLORIDA	)
	 	)       ss.:
	COUNTY OF MIAM-DADE     	)


On
the 17th day of September 2015, before me, a notary public in and for said State, personally appeared Cheryl Baizan,
personally known to me to be a Chief Financial Officer of Rialto Capital Advisors, LLC, one of the entities that executed the
within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me
that such entity executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 /s/ Lori Buckler
	 	 	Notary Public
	 	 	 
	[SEAL]	 	
        LORI BUCKLER

        My Commission Expires

        February 2, 2018

        #FF 059264

        Bonded Thru

        Notary Public Underwriters

        NOTARY PUBLIC, STATE OF FLORIDA

	 	 
	 	 
	 	 
	My commission expires:	 	 
	 	 	 


 






    	  



    	 



    

 








	STATE OF Virginia	)	 	 
	 	)	ss.:	 
	COUNTY OF Arlington	)	 	 


On
the21st day of September 2015, before me, a notary public in and for said State, personally appeared Matthew Wehland,
personally known to me to be a SVP of National Cooperative Bank, N.A., one of the entities that executed
the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me
that such entity executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 /s/ Monica Y Fisher
	 	Notary Public
	
         

        
	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 7/31/2019	 







 












    	  



    	 



    

 











	STATE OF Virginia	)	 	 
	 	)	ss.:	 
	COUNTY OF Arlington	)	 	 


On
the21st day of September 2015, before me, a notary public in and for said State, personally appeared Matthew Wehland,
personally known to me to be a SVP of National Cooperative Bank, N.A., one of the entities that executed
the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me
that such entity executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 /s/ Monica Y Fisher
	 	Notary Public
	
         

        
	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 7/31/2019	 







 











    	  



    	 



    




 





	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 


On the
16th day of September 2015, before me, a notary public in and for said State, personally appeared Michael Baker, personally
known to me to be a AVP of Wells Fargo, NA, one of the entities that executed the within instrument, and also known to me to be
the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the
within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/ AMY MARTIN
	 	Notary Public
	[SEAL]	 
	My commission expires:	
        AMY MARTIN

        NOTARY PUBLIC

        ANNE ARUNDEL COUNTY

        MARYLAND

        My Commission Expires 2-22-2017

	2/22/2017	 


 



    	  



    	 



    

 


 





	STATE OF NEW YERSEY	)	 
	 	)	ss.:
	COUNTY OF ASSEX	)	 


On
this 22 day of September 2015 , before me, the undersigned, a Notary Public in and for said county of the State of New
Jersey, duly commissioned and sworn, personally appeared David M. Rodgers , who has satisfactorily identified himself and
who, by me duly sworn, did depose and acknowledge before me that he is a Managing Member of Park Bridge Financial LLC, which
is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the
entity described in and that executed the foregoing instrument; and that he signed his name thereto under authority of said
entity and on behalf of such entity.


WITNESS my hand and seal hereto affixed the day and year first above written.


 


	 	 
	 	/s/
Peter James Ackermann
	 	Notary Public in anf for
    the State of New Yersey
	PETER JAMES ACKERMANN

                                                      COMM. EXP.

                                                      NOTARY PUBLIC

                                                      JUNE 18, 2019

                                                      NEW JERSEY

                                                       
	 
	My commission expires:	 
	June 8, 2019	 
	(Date)	 


 



    	  



    	 



    

 





 


	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


On the
29th day of September 2015, before me, a notary public in and for said State, personally appeared Erwin Soriano, personally
known to me to be a Vice President of Wilmington Trust, NA, one of the entities that executed the within instrument, and also known
to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within
instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	/s/ Christina M. Bader
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	4-15-2016	 
	 	 
	
        CHRISTINA M BADER

        NOTARY PUBLIC

        STATE OF DELAWARE

        My Commission Expires 04-15-2016
	 


 










    


    


    






EXHIBIT
A-1


 


FORM
OF CERTIFICATES (OTHER THAN CLASS R AND CLASS V CERTIFICATES)


 


CLASS
[    ] COMMERCIAL MORTGAGE PASS-THROUGH

CERTIFICATE, SERIES 2015-LC22


 


This
is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued
in multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of commercial, multifamily and manufactured
housing community mortgage loans or interests therein (the “Mortgage Loans”), such pool being formed and sold
by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


	Pass-Through Rate:  [____%

    per annum] [Variable]	Class [Principal Balance] [Notional Amount]
    of the Class [  ] Certificates as of the Closing Date:  $__________ [For Class PEX only:  The
    Class Principal Balance of the Class PEX Certificates represents the maximum aggregate Certificate Principal Balance of the
    Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for, or any issuance of, the Class PEX
    Certificates), representing the maximum aggregate Certificate Principal Balance of the Class PEX Certificates that could be
    issued in an exchange.] [For Classes A-S, B and C only: The Class Principal Balance of the Class [A-S] [B] [C] Certificates
    represents the maximum aggregate Certificate Principal Balance of the Class [A-S] [B] [C] Certificates (without giving effect
    to any exchanges for, or any issuance of, the Class PEX Certificates).]
	 	 
	Closing Date:  September
    29, 2015	Initial Certificate [Principal Balance] [Notional Amount] of this
    Certificate as of the Closing Date:  $__________
	 	 
	First Distribution Date:

    October 19, 2015	Aggregate Cut-off Date Principal Balance of the Original Mortgage
    Loans as of the Cut-off Date (“Cut-off Date Pool Balance”):  $963,724,520
	 	 
	General Master Servicer:

    Wells Fargo Bank, National Association	NCB Master Servicer:

    National Cooperative Bank, N.A.



 






    	A-1-1



    	 



    

 


	 	 
	General Special Servicer:

    Rialto Capital Advisors, LLC	NCB Special Servicer: 

    National Cooperative Bank, N.A.



 


	Trustee:

    Wilmington Trust, National Association	Certificate Administrator, Tax Administrator and Custodian:

    Wells Fargo Bank, National Association
	 	 
	Trust Advisor:  

    Park Bridge Lender Services LLC	CUSIP No.:

    ISIN No.:  ________________
	 	 
	Certificate No. [  ] -___	 


 






    	A-1-2



    	 



    

 


[FOR
BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE ADMINISTRATOR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S, X-A, B, C, D AND PEX): THIS CERTIFICATE
HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE OR
ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION
OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.] 


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE
FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, EITHER
MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE, THE TRUST ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE
CLASS REPRESENTATIVE, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS INSURED OR GUARANTEED BY ANY


 






    	A-1-3



    	 



    

 


AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES OTHER THAN CLASS A-S, CLASS B, CLASS C AND CLASS PEX CERTIFICATES: SOLELY FOR U.S. FEDERAL
INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”
(A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.]


 


[FOR
CLASS A-S, CLASS B, CLASS C AND CLASS PEX CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
A BENEFICIAL INTEREST IN A PORTION OF A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, WHICH PORTION CONSISTS OF A PERCENTAGE INTEREST IN THE ONE OR MORE “REGULAR INTERESTS” IN A “REAL
ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE CODE.] 


 


[FOR
SUBORDINATE CERTIFICATES (CLASSES A-S, B, C, D, E, F, G AND PEX): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES
OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.]


 


[FOR
CLASSES X-A, X-E, X-F AND X-G CERTIFICATES: THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS
OF PRINCIPAL.]


 


[FOR
CLASS X-A CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF SIX REGULAR
INTERESTS IN REMIC III, EACH ONE CORRESPONDING TO ONE OF THE COMPONENTS OF THE CLASS X-A CERTIFICATES’ NOTIONAL AMOUNT.]


 


[FOR
CLASS X-E CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF ONE REGULAR
INTEREST IN REMIC III, CORRESPONDING TO THE COMPONENT OF THE CLASS X-E CERTIFICATES’ NOTIONAL AMOUNT.]


 


[FOR
CLASS X-F CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF ONE REGULAR
INTEREST IN REMIC III, CORRESPONDING TO THE COMPONENT OF THE CLASS X-F CERTIFICATES’ NOTIONAL AMOUNT.]


 






    	A-1-4



    	 



    

 


[FOR
CLASS X-G CERTIFICATES: SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES OWNERSHIP OF ONE REGULAR
INTEREST IN REMIC III, CORRESPONDING TO THE COMPONENT OF THE CLASS X-G CERTIFICATES’ NOTIONAL AMOUNT.]


 


[FOR
REGULATION S GLOBAL CERTIFICATES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING
OF THIS CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A “U.S. PERSON” WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.]


 


This
certifies that [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [ ]] is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the [principal balance] [notional
amount] of this Certificate (its “Certificate [Principal Balance] [Notional Amount]”) as of the Closing Date
by the aggregate [principal balance] [notional amount] of all the Class [ ] Certificates (their “Class [Principal
Balance] [Notional Amount]”) as of the Closing Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Class [ ] Certificates. The Trust Fund was created and the Certificates were issued pursuant
to the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Agreement”), among Wells Fargo
Commercial Mortgage Securities, Inc., as depositor (the “Depositor,” which term includes any successor entity
under the Agreement), Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General
Master Servicer,” which term includes any successor entity under the Agreement), as certificate administrator (in such
capacity, the “Certificate Administrator,” which term includes any successor entity under the Agreement), as
tax administrator (in such capacity, the “Tax Administrator,” which term includes any successor entity under
the Agreement) and as custodian (in such capacity, the “Custodian,” which term includes any successor entity
under the Agreement), Rialto Capital Advisors, LLC, as general special servicer (in such capacity, the “General Special
Servicer,” which term includes any successor entity under the Agreement), National Cooperative Bank, N.A., as NCB master
servicer (in such capacity, the “NCB Master Servicer,” which term includes any successor entity under the Agreement)
and as NCB special servicer (in such capacity, the “NCB Special Servicer,” which term includes any successor
entity under the Agreement), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor,” which
term includes any successor entity under the Agreement), and Wilmington Trust, National Association, as trustee (the “Trustee,”
which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto
in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In
the event that there is any conflict between any provision of this Certificate and any provision of the


 






    	A-1-5



    	 



    

 


Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on that date
(the “Distribution Date”) each month that is the fourth Business Day following the Determination Date in such
month, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to all the Holders of the Class [
] Certificates on the applicable Distribution Date pursuant to the Agreement. All distributions made under the Agreement on this
Certificate will be made by the Certificate Administrator by wire transfer of immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have
provided the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise
by check mailed to the address of such Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing,
the final distribution on this Certificate [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D,
E, F, G and PEX): (determined without regard to any possible future reimbursement of any portion of any Realized Loss or Additional
Trust Fund Expense previously allocated to this Certificate)] will be made in like manner, but only upon presentation and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof
of such final distribution.


 


The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account,
the Collection Accounts, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds
Account, the REO Accounts (if established), the Serviced Pari Passu Companion Loan Custodial Account and any other accounts
established pursuant to the Agreement may be made from time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred,
with respect to the Mortgage Loans and the payment of interest on such advances and expenses.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-SB, A-S, B, C, D, E, F, G and PEX): Any distribution to the Holder
of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders
of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such distribution is made upon this Certificate.]


 


This
Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 






    	A-1-6



    	 



    

 


[FOR
BOOK-ENTRY CERTIFICATES: All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each
such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates
of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-S, X-A, B, C, D AND PEX): No direct
or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any ownership interest in this Certificate or
any interest herein shall be made unless that transfer, sale, pledge, hypothecation or other form of assignment (a “Transfer”)
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities laws of
any state, or is otherwise made in accordance with the Securities Act and such other securities laws. If a Transfer of this Certificate
is to be made without registration under the Securities Act, then (except in limited circumstances specified in the Agreement)
the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely
upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached
as Exhibit C-1A or Exhibit C-2A to the Agreement and a certificate from such Certificateholder’s prospective
Transferee substantially in the form attached either as Exhibit C-1B or as Exhibit C-2B to the Agreement,
or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee
is an Institutional Accredited Investor or a Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Trustee, the Certificate Administrator,
the Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.


 


If
this Certificate constitutes a Rule 144A Global Certificate and a transfer of any interest in this Certificate is to be made
without registration under the Securities Act (except under limited circumstances specified in the Agreement), then the Certificate
Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s
prospective Transferee substantially in the form attached as Exhibit C-2B to the Agreement, or (ii) an Opinion of
Counsel to the effect that such prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without
registration under the Securities Act. Except as discussed below or under such other limited circumstances as are provided in
the Agreement, if this Certificate constitutes a Rule 144A Global Certificate, then interests herein shall not be transferred
to any Person who takes delivery in the form of an interest in anything other than a Rule 144A Global Certificate.


 


Except
under such limited circumstances as are provided in the Agreement, if this Certificate constitutes a Regulation S Global
Certificate, then beneficial interests in this Certificate shall not be transferred to any Person other than a non-United States
Securities Person in an Offshore Transaction who takes delivery in the form of a beneficial interest in this


 






    	A-1-7



    	 



    

 


Regulation S
Global Certificate. If the transfer occurs on or prior to the Release Date, then the Certificate Owner desiring to effect such
Transfer shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially
in the form attached as Exhibit C-3B to the Agreement. On or prior to the Release Date, beneficial interests in any Regulation S
Global Certificate may be held only through Euroclear or Clearstream. After the Release Date, beneficial interests in any Regulation S
Global Certificate may be held through Euroclear, Clearstream or any other direct account holder at DTC.


 


Notwithstanding
the foregoing, any interest in a Rule 144A Global Certificate may be transferred by any Certificate Owner holding such interest
to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) who takes delivery in the form of a Definitive
Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate
Administrator of (i) such certifications and/or opinions as are contemplated above with respect to Transfers of this Certificate
in definitive form and (ii) such written orders and instructions as are required under the applicable procedures of the Depository,
Clearstream and/or Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination
of interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or
opinions contemplated above with respect to Transfers of this Certificate in definitive form, the Certificate Administrator, subject
to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A
Global Certificate, and cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination
equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered
in accordance with this Agreement to the applicable Transferee.


 


None
of the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar
or the Trust Advisor is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or
any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of this Certificate
or any interest herein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, the Initial Purchasers,
the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer,
the NCB Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar and the Trust Advisor against any liability
that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws or the provisions
described above.]


 


[FOR
BOOK-ENTRY CERTIFICATES: The Global Certificates shall be deposited with the Certificate Administrator as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository.]


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plans or other benefit plans
and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate
accounts, the


 






    	A-1-8



    	 



    

 


assets of which are considered “plan assets” under U.S. Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA, or for purposes of Similar Law, including insurance company general accounts, that
are subject to ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), or (B) to any Person
who is directly or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of this Certificate or such interest herein by the prospective Transferee
would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under
Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in limited circumstances,
the Certificate Registrar shall refuse to register the transfer of this Certificate (and, if applicable, any Certificate Owner
shall refuse to transfer an interest in this Certificate), unless it has received from the prospective Transferee (i) a certification
to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing this Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to
the effect that the purchase and holding of this Certificate or interest by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such prohibited transactions imposed
under Section 4975 (a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption
95-60; or (iii) if this Certificate is investment grade rated and is being acquired by, on behalf of or with assets of a
Plan in reliance upon Prohibited Transaction Exemption 96-22 (as amended by Prohibited Transaction Exemption 2013-08), a certification
to the effect that such Plan (X) is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D
of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted
Group, and (Z) agrees that it will obtain from each of its Transferees a written certification described in clause (i)
above, a written certification described in clause (ii) above or a written representation that such Transferee
satisfies the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written
agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation; or
(iv) a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Certificate
Administrator (or, if applicable, the Certificate Owner effecting the transfer) that such Transfer will not result in a violation
of Section 406 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or result in the imposition
of an excise tax under Section 4975 of the Code and will not subject the Trustee, the Depositor, the Certificate Administrator,
the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Trust Advisor,
the Certificate Registrar, the initial purchasers or a Sub-Servicer to any obligation in addition to those undertaken in the Agreement.


 


If
any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the
subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case
of ownership interests in a Book-Entry Non-Registered Certificate) any certification and/or Opinion of Counsel contemplated by
the preceding paragraph, then such Transferee shall be deemed to have represented and warranted that either: (i) such Transferee
is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by
such Transferee are exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited


 






    	A-1-9



    	 



    

 


transactions by Sections 4975(a) and (b) of the Code by reason of the Exemption (in
the case of such a Certificate that is an Investment Grade Certificate) or by reason of Sections I and III of PTCE 95-60
(in the case of such a Certificate that is not an Investment Grade Certificate) or, in the case of a Plan subject to Similar Law
does not result in a violation of Similar Law.


 


If
a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver
to the Certificate Registrar (and, if applicable, to the Certificate Owner) a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm that, it has (i) sole investment discretion
with respect to each such account and (ii) full power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this Certificate.


 


As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar
duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee
or transferees.


 


No
service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of this Certificate.


 


[FOR
BOOK-ENTRY CERTIFICATES: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this Certificate shall constitute a Book-Entry Certificate.]


 


The
Depositor, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Trustee,
the Certificate Administrator, the Trust Advisor, the Tax Administrator, the Custodian, the Certificate Registrar and any agent
of any such party may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and
none of such parties or such agents shall be affected by notice to the contrary.


 


Subject
to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf
of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special


 






    	A-1-10



    	 



    

 


Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, at a price determined
as provided in the Agreement, of all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to
any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund; and
(iii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and each REO Property
(or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such
REO Property) remaining in the Trust Fund with the written consent of the General Master Servicer or the NCB Master Servicer,
as applicable, in its sole discretion. The Agreement permits, but does not require, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer or any single Subordinate Class Certificateholder or group of
Subordinate Class Certificateholders to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the
case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property)
remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off
Date Pool Balance.


 


The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement
with the consent of (i) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class
of Certificates that is materially affected by the amendment and without the consent of any of the Pari Passu Companion Loan Holders
and (ii) any Serviced Pari Passu Companion Loan Holders materially affected by the amendment. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates.


 


Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any purpose.


 


The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


 


This
Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made
and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined
in accordance with such laws.


 






    	A-1-11



    	 



    

 


IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

not in its individual
    capacity but solely as Certificate Registrar
	 	 
	 	By: 	
	 	 	Authorized
    Representative









 


CERTIFICATE
OF AUTHENTICATION


 



This
is one of the Class [ ] Certificates referred to in the within-mentioned Agreement.


 


Dated:          September
29, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

not in its individual
    capacity but solely as Authenticating Agent
	 	 
	 	By: 
	 	 	Authorized
    Representative



 






    	A-1-12



    	 



    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________ (please print or typewrite name
and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following address: _______________.


 


Dated:


 





	 	 	 
	 	Signature by or
    on behalf of Assignor	 
	 	 	 
	 	Signature Guaranteed	 
	 	 	 



  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee should include the following for purposes of distribution:


 


Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _______________ for the account
of _______________.


 


Distributions
made by check (such check to be made payable to _______________) and all applicable statements and notices should be mailed to
____________.


 


This
information is provided by _______________, the Assignee named above, or _______________, as its agent.


 






    	A-1-13



    	 



    

  


[FOR
NON-REGISTERED, BOOK-ENTRY CERTIFICATES INSERT THIS SCHEDULE A]


 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES IN GLOBAL SECURITY


 


The
following exchanges of a part of this Global Security have been made:


 


	Date
    of Exchange	Amount
    of

    Decrease in Principal

    Amount of this 

    Global Security	Amount
    of Increase 

    in Principal Amount 

    of this Global 

    Security	Principal
    Amount of 

    this Global Security 

    following such 

    decrease (or increase)	Signature
    of 

    authorized officer of 

    Trustee or securities 

    custodian


 






    	A-1-14



    	 



    

 


EXHIBIT
A-2


 


FORM
OF CLASS R CERTIFICATES


 


CLASS
R COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATE, SERIES 2015-LC22


 


This
is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued
in multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of commercial, multifamily and manufactured
housing community mortgage loans or interests therein (the “Mortgage Loans”), such pool being formed and sold
by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


	Closing Date:  September
    29, 2015	Percentage Interest evidenced by this Class R
    Certificate:  ___%
	 	 
	First Distribution Date:

    October 19, 2015	Aggregate Cut-off Date Principal Balance of the Original Mortgage
    Loans as of the Cut-off Date (“Cut-off Date Pool Balance”):  $963,724,520
	 	 
	General Master Servicer:

    Wells Fargo Bank, National Association	NCB Master Servicer:

    National Cooperative Bank, N.A.
	 	 
	General Special Servicer:

    Rialto Capital Advisors, LLC	NCB Special Servicer:

    National Cooperative Bank, N.A.
	 	 
	Trustee:

    Wilmington Trust, National Association	Certificate Administrator, Tax Administrator and Custodian:

    Wells Fargo Bank, National Association
	 	 
	Trust Advisor:  

    Park Bridge Lender Services LLC	CUSIP No.:

    ISIN No.:  ________________
	 	 
	Certificate No. R- ___	 


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE
OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 






    	A-2-1



    	 



    

 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE
FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, EITHER
MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE, THE TRUST ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE
CLASS REPRESENTATIVE, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS INSURED OR GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. ANY PURPORTED TRANSFER IN VIOLATION OF
THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.


 


THIS
CERTIFICATE IS A “RESIDUAL INTEREST” IN MULTIPLE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, “NON-UNITED
STATES PERSONS” OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED
TO


 






    	A-2-2



    	 



    

 


FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS,
(A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER,
NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO
PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS
CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME
TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY
REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.
IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED,
AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM
PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 


This
certifies that [_____] is the registered owner of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all the Class R Certificates. The Trust Fund was
created and the Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor,” which term includes
any successor entity under the Agreement), Wells Fargo Bank, National Association, as general master servicer (in such capacity,
the “General Master Servicer,” which term includes any successor entity under the Agreement), as certificate
administrator (in such capacity, the “Certificate Administrator,” which term includes any successor entity
under the Agreement), as tax administrator (in such capacity, the “Tax Administrator,” which term includes
any successor entity under the Agreement) and as custodian (in such capacity, the “Custodian,” which term includes
any successor entity under the Agreement), Rialto Capital Advisors, LLC, as general special servicer (in such capacity, the “General
Special Servicer,” which term includes any successor entity under the Agreement), National Cooperative Bank, N.A., as
NCB master servicer (in such capacity, the “NCB Master Servicer,” which term includes any successor entity
under the Agreement) and as NCB special


 






    	A-2-3



    	 



    

 


servicer (in such capacity, the “NCB Special Servicer,” which term
includes any successor entity under the Agreement), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor,”
which term includes any successor entity under the Agreement), and Wilmington Trust, National Association, as trustee (the “Trustee,”
which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto
in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In
the event that there is any conflict between any provision of this Certificate and any provision of the Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on that date
(the “Distribution Date”) each month that is the fourth Business Day following the Determination Date in such
month, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to all the Holders of the Class R
Certificates on the applicable Distribution Date pursuant to the Agreement. All distributions made under the Agreement on this
Certificate will be made by the Certificate Administrator by wire transfer of immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have
provided the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise
by check mailed to the address of such Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing,
the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.


 


The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account,
the Collection Accounts, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds
Account, the REO Accounts (if established), the Serviced Pari Passu Companion Loan Custodial Account and any other accounts established
pursuant to the Agreement may be made from time to time for purposes other than, and, in certain cases, prior to, distributions
to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.


 


This
Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 






    	A-2-4



    	 



    

 


No
direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any ownership interest in this Certificate
or any interest herein shall be made unless that transfer, sale, pledge, hypothecation or other form of assignment (a “Transfer”)
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities laws of
any state, or is otherwise made in accordance with the Securities Act and such other securities laws. If a Transfer of this Certificate
is to be made without registration under the Securities Act, then (except in limited circumstances specified in the Agreement)
the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely
upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached
as Exhibit C-2A to the Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached as Exhibit C-2B to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate
Administrator to the effect that such prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor,
the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring
to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.


 


None
of the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar
or the Trust Advisor is obligated to register or qualify the Class R Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Agreement to permit the transfer of this Certificate or any interest
herein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, the Initial Purchasers, the Certificate
Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special
Servicer, the Tax Administrator, the Custodian, the Certificate Registrar and the Trust Advisor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such federal and state laws or the provisions described
above.


 


Each
Person who has or who acquires any Ownership Interest in this Certificate shall be deemed by its acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any
purported Transferee shall become a Holder of this Certificate in violation of the provisions of such Section 5.02(d),
to have irrevocably authorized the Certificate Administrator (i) to deliver payments to a Person other than such Person and
(ii) to negotiate the terms of any mandatory disposition, to execute all instruments of Transfer and to do all other things
necessary in connection with any such disposition. Each Person holding or acquiring any Ownership Interest in this Certificate
must be a Permitted Transferee and shall promptly notify the Certificate Administrator and the Tax Administrator of any change
or impending change in its status as a Permitted Transferee. In connection with any proposed Transfer of any Ownership Interest
in this Certificate, the


 






    	A-2-5



    	 



    

 


Certificate Registrar shall require delivery to it, and shall not register the Transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form attached as Exhibit E-1 to the Agreement
(a “Transfer Affidavit and Agreement”) from the proposed Transferee, representing and warranting, among other
things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in this Certificate as
a nominee, trustee or agent for any Person that is not a Permitted Transferee. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if a Responsible Officer of either the Certificate Registrar or the Certificate Administrator
has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in this
Certificate to such proposed Transferee shall be effected. In connection therewith, the Certificate Registrar shall not register
the transfer of an Ownership Interest in this Certificate to any entity classified as a partnership under the Code unless at the
time of transfer, all of its beneficial owners are, and under the partnership agreements are required to be, United States Securities
Persons.


 


Each
Person holding or acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest herein and (y) not to transfer
its Ownership Interest herein unless it provides to the Certificate Registrar a certificate substantially in the form attached
as Exhibit E-2 to the Agreement stating that, among other things, it has no actual knowledge that such other Person
is not a Permitted Transferee. Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such
Ownership Interest herein, agrees to give the Certificate Administrator and the Tax Administrator written notice that it is a
“pass-through interest holder” within the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such Ownership Interest on behalf of, a “pass-through
interest holder.”


 


If
a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver
to the Certificate Registrar a certification to the effect that, and such other evidence as may be reasonably required by the
Certificate Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.


 


The
provisions of Section 5.02(d) of the Agreement may be modified, added to or eliminated, provided that there shall
have been delivered to the Certificate Administrator and the Tax Administrator the following: (a) a Rating Agency Confirmation
with respect to such modification of, addition to or elimination of such provisions; and (b) an Opinion of Counsel, in form
and substance satisfactory to the Certificate Administrator and the Tax Administrator, to the effect that such modification of,
addition to or elimination of such provisions will not cause any REMIC Pool to cease to qualify as a REMIC or be subject to an
entity-level tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee, or cause
a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate
to a Person that is not a Permitted Transferee.


 


A
“Permitted Transferee” is any Transferee other than a “Disqualified Organization”, a “Disqualified
Non-United States Tax Person” or a “Disqualified Partnership” (each as defined in the Agreement) and other than
a foreign permanent establishment or fixed


 






    	A-2-6



    	 



    

 


base (each within the meaning of any applicable income tax treaty) of a United States
Tax Person or any other Person as to whom the transfer of this Certificate may cause any REMIC Pool to fail to qualify as a REMIC
at any time that any Certificate is outstanding.


 


As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of
the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated
transferee or transferees.


 


No
service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of this Certificate.


 


The
Depositor, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Trustee,
the Certificate Administrator, the Trust Advisor, the Tax Administrator, the Custodian, the Certificate Registrar and any agent
of any such party may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and
none of such parties or such agents shall be affected by notice to the contrary.


 


Subject
to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf
of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special
Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, at a price determined
as provided in the Agreement, of all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to
any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund; and
(iii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and each REO Property
(or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such
REO Property) remaining in the Trust Fund with the written consent of the General Master Servicer or the NCB Master Servicer,
as applicable, in its sole discretion. The Agreement permits, but does not require, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer or any single Subordinate Class Certificateholder or group of
Subordinate Class Certificateholders to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the
case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property)
remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase
is


 






    	A-2-7



    	 



    

 


subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off
Date Pool Balance.


 


The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement
with the consent of (i) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class
of Certificates that is materially affected by the amendment and without the consent of any of the Pari Passu Companion Loan Holders
and (ii) any Serviced Pari Passu Companion Loan Holders materially affected by the amendment. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates.


 


Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any purpose.


 


The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


 


This
Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made
and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined
in accordance with such laws.


 






    	A-2-8



    	 



    

 


IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

not in its individual
    capacity but solely as Certificate Registrar
	 	 
	 	By: 
	 	 	Authorized
    Representative



 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class R Certificates referred to in the within-mentioned Agreement.


 


Dated:          September
29, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

not in its individual
    capacity but solely as Authenticating Agent
	 	 
	 	By: 
	 	 	Authorized
    Representative



 






    	A-2-9



    	 



    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_________________________________________ 


 


	(please
print or typewrite name and address including postal zip code of assignee)






 


the
beneficial ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through Certificate and hereby authorize(s)
the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following
address: ________________________________ _____________________________________________________________ _____________________________________________________________.


 


Dated: 


		 	 
	 	Signature by or on behalf of Assignor	 
	 	 	 
	 	Signature Guaranteed	 
	 	 	 








 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee should include the following for purposes of distribution:


 


Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________
______________________________________________________________________________________________________________________________ for the
account of_____________________________________________________________.


 


Distributions
made by check (such check to be made payable to _____________) and all applicable statements and notices should be mailed to ____________________________.


 


This
information is provided by ____________________________________________, the Assignee named above, or _____________________________________________________________,
as its agent.


 






    	A-2-10



    	 



    

  


EXHIBIT
A-3



FORM OF CLASS V CERTIFICATES


 


CLASS
V COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATE, SERIES 2015-LC22


 


This
is one of a series of commercial mortgage pass-through certificates (collectively, the “Certificates”), issued
in multiple classes (each, a “Class”), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of commercial, multifamily and manufactured
housing community mortgage loans or interests therein (the “Mortgage Loans”), such pool being formed and sold
by


 


WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC.


 


	Closing Date:  September 29, 2015

    
	Percentage Interest evidenced by

    this Class V Certificate:  ___%
	 	 
	First Distribution Date:

    October 19, 2015	Aggregate Cut-off Date Principal Balance of the Original Mortgage
    Loans as of the Cut-off Date (“Cut-off Date Pool Balance”):  $963,724,520
	 	 
	General Master Servicer:

    Wells Fargo Bank, National Association	NCB Master Servicer:

    National Cooperative Bank, N.A.
	 	 
	General Special Servicer:

    Rialto Capital Advisors, LLC	NCB Special Servicer:

    National Cooperative Bank, N.A.
	 	 
	Trustee:

    Wilmington Trust, National Association	Certificate Administrator, Tax Administrator and Custodian:

    Wells Fargo Bank, National Association
	 	 
	Trust Advisor:  

    Park Bridge Lender Services LLC	CUSIP No.:

    ISIN No.:  ________________
	

         

        Certificate
No. V -___
	 


 






    	A-3-1



    	 



    




 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


IF
OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS,
SUCH OFFERS AND SALES MUST COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF
APPLICABLE FEDERAL, STATE OR LOCAL LAW, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, EITHER
MASTER SERVICER, EITHER SPECIAL SERVICER, THE TRUSTEE, THE TRUST ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE
CLASS REPRESENTATIVE, THE UNDERWRITERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL


 






    	A-3-2



    	 



    

 


EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. ANY PURPORTED TRANSFER IN VIOLATION OF
THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.


 


THIS
CERTIFICATE IS ENTITLED ONLY TO CERTAIN POST-ARD ADDITIONAL INTEREST (IF ANY) RECEIVED IN RESPECT OF THE ARD MORTGAGE LOANS, SUBJECT
TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


This
certifies that [________________] is the registered owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust Fund evidenced by all the Class V Certificates. The Trust
Fund was created and the Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2015
(the “Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor,”
which term includes any successor entity under the Agreement), Wells Fargo Bank, National Association, as general master servicer
(in such capacity, the “General Master Servicer,” which term includes any successor entity under the Agreement),
as certificate administrator (in such capacity, the “Certificate Administrator,” which term includes any successor
entity under the Agreement), as tax administrator (in such capacity, the “Tax Administrator,” which term includes
any successor entity under the Agreement) and as custodian (in such capacity, the “Custodian,” which term includes
any successor entity under the Agreement), Rialto Capital Advisors, LLC, as general special servicer (in such capacity, the “General
Special Servicer,” which term includes any successor entity under the Agreement), National Cooperative Bank, N.A., as
NCB master servicer (in such capacity, the “NCB Master Servicer,” which term includes any successor entity
under the Agreement) and as NCB special servicer (in such capacity, the “NCB Special Servicer,” which term
includes any successor entity under the Agreement), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor,”
which term includes any successor entity under the Agreement), and Wilmington Trust, National Association, as trustee (the “Trustee,”
which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto
in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. In
the event that there is any conflict between any provision of this Certificate and any provision of the Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Agreement, beginning on the First Distribution Date specified above, distributions will be made on that date
(the “Distribution Date”) each month that is the fourth Business Day following the Determination Date in such
month, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount


 






    	A-3-3



    	 



    

 


required to be distributed to all the Holders of the Class V
Certificates on the applicable Distribution Date pursuant to the Agreement. All distributions made under the Agreement on this
Certificate will be made by the Certificate Administrator by wire transfer of immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have
provided the Certificate Administrator with wiring instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise
by check mailed to the address of such Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing,
the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.


 


The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Distribution Account,
the Collection Accounts, the Reserve Accounts, the Servicing Accounts, the Interest Reserve Accounts, the Excess Liquidation Proceeds
Account, the REO Accounts (if established), the Serviced Pari Passu Companion Loan Custodial Account and any other accounts established
pursuant to the Agreement may be made from time to time for purposes other than, and, in certain cases, prior to, distributions
to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.


 


This
Certificate is issuable in fully registered form only without interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new Certificates of the same Class in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


 


No
direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any ownership interest in this Certificate
or any interest herein shall be made unless that transfer, sale, pledge, hypothecation or other form of assignment (a “Transfer”)
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities laws of
any state, or is otherwise made in accordance with the Securities Act and such other securities laws. If a Transfer of this Certificate
is to be made without registration under the Securities Act, then (except in limited circumstances specified in the Agreement)
the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely
upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached
as Exhibit C-1A or Exhibit C-2A to the Agreement and a certificate from such Certificateholder’s prospective
Transferee substantially in the form attached either as Exhibit C-1B or as Exhibit C-2B to the Agreement, or
(ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is
an Institutional Accredited Investor or a Qualified Institutional Buyer and such Transfer may be made without registration under
the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund, the Depositor, the General Master Servicer,
the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Trustee, the Certificate Administrator, the
Tax Administrator, the Custodian or the Certificate Registrar in


 






    	A-3-4



    	 



    

 


their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based.


 


None
of the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer, the Tax Administrator, the Custodian, the Certificate Registrar
or the Trust Advisor is obligated to register or qualify the Class V Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Agreement to permit the transfer of this Certificate or any interest
herein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify the Depositor, the Initial Purchasers, the Certificate
Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special
Servicer, the Tax Administrator, the Custodian, the Certificate Registrar and the Trust Advisor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such federal and state laws or the provisions described
above.


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plans or other benefit plans
and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate
accounts the assets of which are considered “plan assets” under U.S. Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA, or for purposes of Similar Law, including insurance company general accounts, that are
subject to ERISA, Section 4975 of the Code or Similar Law (each, a “Plan”), or (B) to any Person
who is directly or indirectly purchasing this Certificate or any interest herein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan. The Certificate Registrar shall refuse to register the transfer of this Certificate unless it has
received from the prospective Transferee a certification to the effect that such prospective Transferee is not a Plan and is not
directly or indirectly purchasing this Certificate.


 


If
a Person is acquiring this Certificate as a fiduciary or agent for one or more accounts, such Person shall be required to deliver
to the Certificate Registrar a certification to the effect that, and such other evidence as may be reasonably required by the
Certificate Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.


 


As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate
Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar
duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee
or transferees.


 






    	A-3-5



    	 



    

 


No
service charge will be imposed for any transfer or exchange of this Certificate, but the Certificate Administrator or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of this Certificate.


 


The
Depositor, the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer, the Trustee,
the Certificate Administrator, the Trust Advisor, the Tax Administrator, the Custodian the Certificate Registrar and any agent
of any such party may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and
none of such parties or such agents shall be affected by notice to the contrary.


 


Subject
to certain terms and conditions set forth in the Agreement, the Trust and the obligations created by the Agreement shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator on behalf
of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
(ii) the purchase by the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special
Servicer or any single Subordinate Class Certificateholder or group of Subordinate Class Certificateholders, at a price determined
as provided in the Agreement, of all the Mortgage Loans and each REO Property (or, in the case of any REO Property related to
any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property) remaining in the Trust Fund; and
(iii) the exchange by the Sole Certificateholder(s) of all the Certificates for all Mortgage Loans and each REO Property
(or, in the case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such
REO Property) remaining in the Trust Fund with the written consent of the General Master Servicer or the NCB Master Servicer,
as applicable, in its sole discretion. The Agreement permits, but does not require, the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer or any single Subordinate Class Certificateholder or group of
Subordinate Class Certificateholders to purchase from the Trust Fund all the Mortgage Loans and each REO Property (or, in the
case of any REO Property related to any Serviced Loan Combination, the beneficial interest of the Trust Fund in such REO Property)
remaining therein. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being 1.0% or less of the Cut-off
Date Pool Balance.


 


The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the parties thereto and the rights of the Certificateholders under the Agreement at any time by the parties to the Agreement
with the consent of (i) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class
of Certificates that is materially affected by the amendment and without the consent of any of the Pari Passu Companion Loan Holders
and (ii) any Serviced Pari Passu Companion Loan Holders materially affected by the amendment. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon
this Certificate.


 






    	A-3-6



    	 



    

 


The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of any REMIC Pool as a REMIC, without the consent of the Holders of any of the Certificates.


 


Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any purpose.


 


The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


 


This
Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made
and to be performed entirely in said State, and the obligations, rights and remedies of the Holder hereof shall be determined
in accordance with such laws.


 






    	A-3-7



    	 



    

 


IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed on its behalf by the Certificate Registrar.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

not in its individual
    capacity but solely as Certificate Registrar
	 	 
	 	By: 
	 	 	Authorized
    Representative



 





CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class V Certificates referred to in the within-mentioned Agreement.


 


Dated:          September
29, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

not in its individual
    capacity but solely as Authenticating Agent
	 	 
	 	By: 
	 	 	Authorized
    Representative



 






    	A-3-8



    	 



    

 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_________________________________________ 


 


	(please
print or typewrite name and address including postal zip code of assignee)






 


the
beneficial ownership interest in the Trust Fund evidenced by the within Mortgage Pass-Through Certificate and hereby authorize(s)
the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Mortgage Pass-Through Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Certificate to the following
address: ________________________________ _____________________________________________________________ _____________________________________________________________.


 


Dated: 


		 	 
	 	Signature by or on behalf of Assignor	 
	 	 	 
	 	Signature Guaranteed	 
	 	 	 








 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee should include the following for purposes of distribution:


 


Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to __________
______________________________________________________________________________________________________________________________ for the
account of _____________________________________________________________.


 


Distributions
made by check (such check to be made payable to _____________) and all applicable statements and notices should be mailed to ____________________________.








  


This
information is provided by           ,

the Assignee named above, or               ,

as its agent


 






    	A-3-9



    



 







EXHIBIT B


 


LETTER OF
REPRESENTATIONS BETWEEN ISSUER AND INITIAL DEPOSITORY


 






    	B-1



    	 



    






 




 




 


The Depository
Trust Company


A subsidiary of the Depository Trust &
Clearing Corporation


 


ISSUER LETTER OF REPRESENTATIONS


(To be completed by Issuer and Co-Issuer(s),
if applicable)


 


	Wells Fargo Commercial Mortgage Trust 2015-LC22


(Name of Issuer and Co-Issuer(s), if applicable)


 


	Commercial
Mortgage Pass-Through Certificates, Series 2015-LC22


(Security Description, including series designation
if applicable)


 


	See
Rider 1


(CUSIP Number(s) of the Securities)


 


	 	 	September
    29, 2015
	 	 	(Date)


 


The Depository Trust Company


570 Washington Blvd, 4th FL


Jersey City, NJ 07310


Attention: Underwriting Department


 


Ladies and Gentlemen:


 


This letter sets forth our understanding with
respect to the Securities represented by the CUSIP number(s) referenced above (the “Securities”). Issuer requests that
The Depository Trust Company (“DTC”) accept the Securities as eligible for deposit at DTC.


 


Issuer is: (Note: Issuer must represent one and cross out
the other.)


 


[incorporated
in] [formed under the laws of]  New
York                                                      .



 


The DTC Clearing Participant             See
Rider 2             will distribute the Securities through
DTC.


 


To induce DTC to accept the Securities as eligible
for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the Securities, Issuer represents to DTC that Issuer
will comply with the requirements stated in DTC’s Operational Arrangements, as they may be amended from time to time.


 


	Note:	 	Very truly yours,
	Schedule A contains statements
    that DTC 	 	
	believes accurately describe
    DTC, the method 	 	Wells Fargo Commercial
    Mortgage
	of effecting book-entry transfers
    of securities 	 	Trust
    2015-LC22, by Wells Fargo Bank, National Association, not individually, 

but solely in its capacity as Certificate Administrator
	distributed through DTC, and
    certain related 	 	(Issuer)
	matters.	 	 	 
	 	 	By:	 /s/ Michael
    J. Baker
	 	 	 	(Authorized Officer’s Signature)
	 	 	 
	 	 	 Michael
    J. Baker
	 	 	(Print
    Name)
	 	 	 
	 	 	9062
    Old Annapolis Road
	 	 	(Street
    Address)
	 	 	 
	 	 	Columbia,        MD        USA        21045
	 	 	(City)
             (State)          (Country)         
    (Zip Code)
	 	 	 
	 	 	443-367-3311
	 	 	(Phone
    Number)
	 	 	 
	 	 	Michael.J.Baker@wellsfargo.com
	 	 	(E-mail
    Address)


 


 


 


ILOR 06-2013


 




    	 



    	 



    

 


Schedule
A


(To Issuer Letter of Representations)


 


SAMPLE OFFERING DOCUMENT LANGUAGE


DESCRIBING BOOK-ENTRY-ONLY ISSUANCE


(Prepared by DTC—bracketed material may
be applicable only to certain issues)


 


1.        The
Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities
(the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede
& Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC.
One fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate
principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue
exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional
certificate will be issued with respect to any remaining principal amount of such issue.]


 


2.        DTC,
the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a
“banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
“clearing corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal
debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”)
deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct
Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of
which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to
its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.


 


3.        Purchases of Securities under the DTC
system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership
interest of each actual purchaser of each Security (“Beneficial Owner “) is in turn to be recorded on the Direct and
Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial
Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements
of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers
of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the Securities is discontinued.


 


4.        To facilitate subsequent transfers, all
Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or
such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their customers.


 


ILOR 06-2013


 




    	 



    	 



    

 


Schedule
A


(To Issuer Letter of Representations)


 


5.        Conveyance of notices and other communications
by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be
in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them
of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments
to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities
for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish
to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.]


 


[6.      Redemption notices
shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be redeemed.]


 


7.        Neither
DTC nor Cede & Co.(nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a
Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to
Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing
attached to the Omnibus Proxy).


 


8.        Redemption
proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as
may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon
DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer,
subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds,
distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be
the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct
and Indirect Participants.


 


[9.      A Beneficial Owner shall give notice
to elect to have its Securities purchased or tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect
delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s
records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender
or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants
on DTC’s records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.]


 


10.      DTC may discontinue
providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent.
Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed
and delivered.


 


11.      Issuer may decide
to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.


 


12.      The information in this section concerning
DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility
for the accuracy thereof.


 


ILOR 06-2013


 




    	 



    	 



    

 





WFCM
2015-LC22


 


Riders
to Letter of
Representations


Rider 1


	
         

        Certificate
        Class
	
         

        CUSIP

	Class A-1	94989 TAW4
	Class A-2	94989 TAX2
	Class A-3	94989 TAY0
	Class A-4	94989 TAZ7
	Class A-SB	94989 TBA1
	Class A-S	94989 TBB9
	Class X-A	94989 TBC7
	Class B	94989 TBE3
	Class C	94989 TBF0
	Class PEX	94989 TBG8
	Class D	94989 TBH6


 


 


 


 


Rider
2


Wells
Fargo Securities,
LLC, Morgan
Stanley &
Co., and Deutsche
Bank Securities,
Inc.







 


 



    	 



    	 



    




 


The Depository
Trust Company


A subsidiary of the Depository Trust &
Clearing Corporation


 


ISSUER LETTER OF REPRESENTATIONS


(To be completed by Issuer and Co-Issuer(s),
if applicable)


 


	Wells Fargo Commercial Mortgage Trust 2015-LC22


(Name of Issuer and Co-Issuer(s), if applicable)


 


	Commercial Mortgage Pass-Through Certificates, Series 2015-LC22


(Security Description, including series designation
if applicable)


 


	See
    Rider 1


(CUSIP Number(s) of the Securities)


 


	 	 	
    September 29, 2015
	 	 	(Date)


 


The Depository Trust Company


570 Washington Blvd, 4th FL


Jersey City, NJ 07310


Attention: Underwriting Department


 


Ladies and Gentlemen:


 


This letter sets forth our understanding with
respect to the Securities represented by the CUSIP number(s) referenced above (the “Securities”). Issuer requests that
The Depository Trust Company (“DTC”) accept the Securities as eligible for deposit at DTC.


 


Issuer is: (Note: Issuer must represent one and cross out
the other.)


 


[incorporated
in] [formed under the laws of]  New
York                                                        .



 


The DTC Clearing Participant                See
Rider 2               will distribute the Securities
through DTC.


 


To induce DTC to accept the Securities as eligible
for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the Securities, Issuer represents to DTC that Issuer
will comply with the requirements stated in DTC’s Operational Arrangements, as they may be amended from time to time.


 


	Note:	 	Very truly yours,
	Schedule A contains statements that DTC 	 	
	believes accurately describe DTC, the method 	 	
	of effecting book-entry transfers of securities 	 	Wells
Fargo Commercial Mortgage Trust 2015-LC22,

by Wells Fargo Bank, National Association, not individually, 

but solely in its capacity as Certificate Administrator

	distributed through DTC, and certain related 	 	(Issuer)
	matters.	 	 	 
	 	 	By:	 /s/
    Michael J. Baker  
	 	 	 	(Authorized Officer’s Signature)
	 	 	 
	 	 	Michael J. Baker
	 	 	(Print Name)
	 	 	 
	 	 	9062
    Old Annapolis Road
	 	 	(Street Address)
	 	 	 
	 	 	Columbia,        MD        USA        21045
	 	 	(City)         
    (State)          (Country)          (Zip Code)
	 	 	 
	 	 	443-367-3311
	 	 	(Phone Number)
	 	 	 
	 	 	Michael.J.Baker@wellsfargo.com
	 	 	(E-mail Address)


 


 


 


ILOR 06-2013


 




    	 



    	 



    

 


Schedule
A


(To Issuer Letter of Representations)


 


SAMPLE OFFERING DOCUMENT LANGUAGE

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE


(Prepared by DTC—bracketed material may
be applicable only to certain issues)


 


1.        The
Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities
(the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede
& Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC.
One fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate
principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue
exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional
certificate will be issued with respect to any remaining principal amount of such issue.]


 


2.        DTC,
the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law,
a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System,
a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal
debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
(“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access
to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC
Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can
be found at www.dtcc.com.


 


3.        Purchases of Securities under the DTC
system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership
interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and
Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial
Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements
of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers
of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the Securities is discontinued.


 


4.        To facilitate subsequent transfers, all
Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or
such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their customers.


 


ILOR 06-2013


 




    	 



    	 



    

 


Schedule
A


(To Issuer Letter of Representations)


 


5.        Conveyance of notices and other communications
by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be
in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them
of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments
to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities
for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish
to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.]


 


[6.        Redemption notices
shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be redeemed.]


 


7.        Neither
DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a
Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer
as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those
Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the
Omnibus Proxy).


 


8.        Redemption
proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may
be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s
receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer,
subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds,
distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be
the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct
and Indirect Participants.


 


[9.        A
Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the
Participant’s interest in the Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for physical
delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry
credit of tendered Securities to [Tender/Remarketing] Agents DTC account.]


 


10.        DTC may discontinue
providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent.
Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed
and delivered.


 


11.        Issuer may decide
to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.


 


12.        The information in this section concerning
DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility
for the accuracy thereof.


 


ILOR 06-2013


 




    	 



    	 



    

 


The Depository
Trust Company


A subsidiary of The Depository Trust
& Clearing Corporation


 


Representations for Rule 144A Securities


to be included in DTC Letter of Representations


 


	Wells
Fargo Commercial Mortgage Trust 2015-LC22


Name of Issuer and Co-Issuer(s), if applicable


 


	Commercial
Mortgage Pass-through Certificates, Series 2015-LC22


Security Description including series designation,
if applicable


 


	See
    Rider 1


CUSIP number(s)of the securities


 


1.  Issuer represents
that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,l eligible for transfer under Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and identified by a CUSIP or CINS identification number that was different from any CUSIP or CINS
identification number assigned to any securities of the same class that were not Legally or Contractually Restricted Securities.
Issuer shall ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities of the same class that
is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted Security of such class,
and shall notify DTC promptly in the event that it is unable to do so. Issuer represents that it has agreed to comply with all
applicable information requirements of Rule 144A.


 


2.
  Issuer and Agent2 acknowledge that, so long as Cede & Co. is a record owner of the
Securities, Cede & Co. shall be entitled to all applicable voting rights and receive the full amount of all
distributions payable with respect thereto. Issuer and Agent acknowledge that DTC shall treat any DTC Participant
(“Participant”) having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such
Securities. Without limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any
Participant having Securities credited to its DTC accounts as entitled to receive distributions (and voting rights, if any)
in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent recognize that DTC
does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with any of the provisions: (a) of Rule 144A; (b) of other exemptions from registration under
the Securities Act or any other state or federal securities laws; or (c) of the offering documents.


 


	 	Very truly yours,	 
	 	 	
	 	 	
	 	 	Wells
Fargo Commercial Mortgage

Trust 2015-LC22, by Wells Fargo Bank, National Association, not individually, 

but solely in its capacity as Certificate Administrator

	 	 	Issuer
	 	 	 	 
	 	 	By:	 /s/ Michael J. Baker
	 	 	 	Authorized
    Officer’s Signature
	 	 	 
	 	 	Michael J. Baker     September 29, 2015
	 	 	Print
    Name & Date


 


1 A “Legally
Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted
Security” is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the
Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant
to Section 4 of the Securities Act and not involving any public offering; provided, however, that once the security is
sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a “Contractually Restricted
Security.” For purposes of this definition, in order for a depositary receipt to be considered a “Legally or Contractually
Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.”


 


2 “Agent” shall be defined
as Depositary, Trustee, Trust Company, Transfer Agent or Paying Agent as such definition applies in the DTC Letter of
Representations to which this rider may be appended.


 


 


 


144A Rider 06-2013


 




    	 



    	 



    

 


The Depository
Trust Company


A subsidiary of The Depository Trust
& Clearing Corporation


 


Representations for Regulation S Securities

to be included in DTC Letter of Representations


 


	Wells
Fargo Commercial Mortgage Trust 2015-LC22


Name of Issuer and Co-Issuer(s) if applicable


 


	Commercial Mortgage Pass-through Certificates, Series 2015-LC22


Security Description including series designation
if applicable


 


	See
    Rider 1


CUSIP Number(s)of the Securities


 


1.       Issuer
represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co., the Securities were Legally
or Contractually Restricted Securities,l and were eligible for transfer under Regulation S under the Securities
Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification number that was different
from any CUSIP or CINS identification number assigned to any securities of the same class that were not Legally or Contractually
Restricted Securities. Issuer shall ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities
of the same class that is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted
Security of such class, and shall notify DTC promptly in the event that it is unable to do so.


 


2.        Issuer
and Agent2 acknowledge that, so long as Cede & Co. is a record owner of the Securities,
Cede & Co. shall be entitled to all applicable voting rights and receive the full amount of all distributions
payable with respect thereto. Issuer and Agent acknowledge that DTC shall treat any DTC Participant (“Participant”)
having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities. Without
limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any Participant having
Securities credited to its DTC accounts as entitled to receive distributions (and voting rights, if any) in respect of the
Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent recognize that DTC does not in any
way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in the
Securities with any of the provisions: (a) of Rule 144A; (b) of other exemptions from registration under the Securities Act
or any other state or federal securities laws; or (c) of the offering documents.


 


		 	 
	WELLS FARGO COMMERCIAL MORTGAGE
    

    TRUST 2015-LC22, by Wells Fargo Bank, National Association, not individually, 

but solely in its capacity as Certificate Administrator	 	 
		 	 
	Issuer	 	Co-Issuer, if applicable
	 	 	 	 	 
	By:	 /s/ Michael J. Baker	 	By:	 
	 	Authorized  Officer’s Signature	 	 	Authorized Officer’s Signature
	 	 	 
	Michael
    J. Baker    September 29, 2015	 	 
	Print
    Name & Date	 	Print
    Name & Date


 


 



1A “Legally
Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted
Security” is a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the
Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant
to Section 4 of the Securities Act and not involving any public offering; provided, however, that once the security is
sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a “Contractually Restricted
Security.” For purposes of this definition, in order for a depositary receipt to be considered a “Legally or Contractually
Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.”


 


2 Agent shall be defined as Depositary,
Trustee, Trust Company or Paying agent as such definition applies in the DTC Letter of Representations to which this rider may
be appended.


 


 


 


Regulation S Rider 09-2013


 




    	 



    	 



    

 


 





WFCM
2015-LC22


 


Riders
to Letter of
Representations 


Rider 1


	
         

        Certificate
        Class
	
         

        Rule
        144A CUSIP
	
         

        Reg
        S CUSIP

	Class X-E	94989T AA2	U95016 AA6
	Class X-F	94989T AC8	U95016 AB4
	Class X-G	94989T AE4	U95016 AC2
	Class E	94989T AL8	U95016 AF5
	Class F	94989T AN4	U95016 AG3
	Class G	94989T AQ7	U95016 AH1


 


 


Rider
2


 


Wells Fargo
Securities, LLC,
Morgan Stanley
& Co., and
Deutsche Bank
Securities, Inc.







 


 






    	 



    	 



    



 


 





EXHIBIT C-1A


 


FORM OF TRANSFEROR
CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES

TO NON-QIB ACCREDITED INVESTORS)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Re:        Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”),
Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of September 29, 2015 (the “Closing
Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by _________________________ (the “Transferor”)
to ________________ (the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2015 (the “Pooling
and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender
Services LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and
as Custodian, and Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any
and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, sold, pledged, or otherwise transferred any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate,
any interest in


 






    	C-1A-1



    	 



    

 


any Transferred Certificate or any other similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security
by means of general advertising or in any other manner or (e) taken any other action, which (in the case of any of the acts described
in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of
1933, as amended (the “Securities Act”), or would render the offer, sale, pledge or other transfer of any Transferred
Certificate a violation of Section 5 of the Securities Act or any applicable state or foreign securities laws, or would require
registration or qualification of any Transferred Certificate pursuant to the Securities Act or any applicable state or foreign
securities laws.


 








	 	Very truly yours,
	 	
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	C-1A-2



    	 



    


 





EXHIBIT C-1B


 


FORM OF TRANSFEREE
CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES

TO NON-QIB ACCREDITED INVESTORS)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-LC22





	 	 
	[TRANSFEROR]	 
	 	 
	 	 
	 	 






 


Re:        Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”),
Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of September 29, 2015 (the “Closing
Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by ____________________________ (the “Transferor”)
to __________________________ (the “Transferee”) of the Transferred Certificates. The Certificates, including
the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2015 (the “Pooling
and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender
Services LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and
as Custodian, and Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferee is acquiring interests in the Transferred Certificates for its own account for investment and not with a view to or
for sale or transfer in connection with any distribution thereof, in whole or in part, other than in accordance with the Pooling
and Servicing Agreement in a manner which would not violate the Securities Act


 






    	C-1B-1



    	 



    

 


of 1933, as amended (the “Securities Act”),
or any applicable state or foreign securities laws.


 


2.          The
Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities Act
or registered or qualified under any applicable state or foreign securities laws, (b) none of the Depositor, the Trustee or the
Certificate Registrar is obligated so to register or qualify the Transferred Certificates and (c) neither the Transferred Certificates
nor any security issued in exchange therefor or in lieu thereof may be reoffered, resold, pledged or otherwise transferred unless
it is (i) registered pursuant to the Securities Act and registered or qualified pursuant any applicable state and foreign securities
laws or (ii) offered, sold, pledged or otherwise transferred in transactions that are exempt from, or not subject to, such registration
and qualification and the transferee has delivered either: (A) a certificate from the prospective transferor substantially in
the form attached as Exhibit C-1A or as Exhibit C-2A to the Pooling and Servicing Agreement; (B) a certificate from the prospective
transferee substantially in the form attached either as Exhibit C-1B or as Exhibit C-2B to the Pooling and Servicing Agreement;
or (C) an opinion of counsel satisfactory to the Certificate Registrar that the sale, pledge or other transfer may be made without
registration under the Securities Act, together with written certification(s) as to the facts surrounding the transfer from the
prospective transferor and/or prospective transferee upon which such opinion is based.


 


3.          The
Transferee understands that it may not offer, sell, pledge or otherwise transfer any Transferred Certificate, any security issued
in exchange therefor or in lieu thereof or any interest in the foregoing except in compliance with the provisions of Section 5.02
of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT


 






    	C-1B-2



    	 



    

 


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, sold, pledged or otherwise transferred any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security
by means of general advertising or in any other manner or (e) taken any other action with respect to any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the Transferred Certificates under the Securities Act, would
render the offer, sale, pledge or other transfer of any Transferred Certificate a violation of Section 5 of the Securities Act
or any state or foreign securities laws, or would require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar
security.


 


5.          The
Transferee has been furnished with all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the Transferred
Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Trust and Trust
Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and (f) all related matters, that it has
requested.


 


6.          The
Transferee is an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation
D under the Securities Act or an entity in which all of the equity owners come within such paragraphs.


 


7.          The
Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in


 






    	C-1B-3



    	 



    

 


the
Transferred Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make
an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete
loss of such investment.


 


	 	Very truly yours,
	 	
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    	C-1B-4



    	 



    

 





EXHIBIT C-2A


 


FORM OF TRANSFEROR
CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED

CERTIFICATES TO QIBs)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Re:        Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”),
Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of September 29, 2015 (the “Closing
Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by __________ (the “Transferor”) to _________ (the
“Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any
and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, sold, pledged or otherwise transferred any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a pledge or other transfer of any Transferred Certificate, any interest in any Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate,
any interest in any Transferred Certificate or any other similar


 






    	C-2A-1



    	 



    

 


security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security
by means of general advertising or in any other manner or (e) taken any other action with respect to any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security, which (in the case of any of the acts described in clauses
(a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended
(the “Securities Act”), would render the offer, sale, pledge or other transfer of any Transferred Certificate
a violation of Section 5 of the Securities Act or any applicable state or foreign securities laws, or would require registration
or qualification of any Transferred Certificate pursuant to the Securities Act or any applicable state or foreign securities laws.
The Transferor will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing
sentence with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security.


 


3.          The
Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a “qualified
institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule
144A”) under the Securities Act, purchasing for its own account or for the account of another person that is itself
a Qualified Institutional Buyer. In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and
any person acting on behalf of the Transferor in this matter have relied upon the following method(s) of establishing the Transferee’s
ownership and discretionary investments of securities (check one or more):


 


____       (a)           The
Transferee’s most recent publicly available financial statements, which statements present the information as of a date
within 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. purchaser and within 18 months
preceding such date of sale for a foreign purchaser; or


 


____       (b)           The
most recent publicly available information appearing in documents filed by the Transferee with the Securities and Exchange Commission
or another United States federal, state, or local governmental agency or self-regulatory organization, or with a foreign governmental
agency or self-regulatory organization, which information is as of a date within 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or


 


____       (c)           The
most recent publicly available information appearing in a recognized securities manual, which information is as of a date within
16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. purchaser and within 18 months preceding
such date of sale for a foreign purchaser; or


 






    	C-2A-2



    	 



    

 


____       (d)          A
certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the Transferee,
specifying the amount of securities owned and invested on a discretionary basis by the Transferee as of a specific date on or
since the close of the Transferee’s most recent fiscal year, or, in the case of a Transferee that is a member of a “family
of investment companies”, as that term is defined in Rule 144A(a)(1)(iv), a certification by an executive officer of the
investment adviser specifying the amount of securities owned by the “family of investment companies” as of a specific
date on or since the close of the Transferee’s most recent fiscal year.


 


4.          The
Transferor and any person acting on behalf of the Transferor understand that in determining the aggregate amount of securities
owned and invested on a discretionary basis by an entity for purposes of establishing whether such entity is a Qualified Institutional
Buyer:


 


(a)           the
following instruments and interests shall be excluded: securities of issuers that are affiliated with such entity; securities
that are part of an unsold allotment to or subscription by such entity, if such entity is a dealer; securities of issuers that
are part of such entity’s “family of investment companies”, if such entity is a registered investment company;
bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a
repurchase agreement; and currency, interest rate and commodity swaps;


 


(b)           the
aggregate value of the securities shall be the cost of such securities, except where the entity reports its securities holdings
in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published, in which case the securities may be valued at market;


 


(c)           securities
owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with
generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction
of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary
that would be included in the consolidated financial statements of another enterprise.


 


5.          The
Transferor or a person acting on its behalf has taken reasonable steps to ensure that the Transferee is aware that the Transferor
is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.


 


6.          The
Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information regarding
(a) the parties to the Pooling and Servicing Agreement, (b) the Transferred Certificates and distributions thereon, (c) the


 






    	C-2A-3



    	 



    

 


nature,
performance and servicing of the Mortgage Loans, (d) the Trust and Trust Fund, (e) the Pooling and Servicing Agreement and the
Mortgage Loan Purchase Agreements and (f) all related matters, that the Transferee has requested.


 


	 	Very truly yours,
	 	
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:














 






    	C-2A-4



    	 



    

 


EXHIBIT C-2B


 


FORM OF TRANSFEREE
CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES

TO QIBs)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-LC22


 


	 	 
	[TRANSFEROR]	 
	 	 
	 	 
	 	 





 


Re:        Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”),
Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of September 29, 2015 (the “Closing
Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by ______________ (the “Transferor”) to _______________
(the “Transferee”) of the Transferred Certificates. The Certificates, including the Transferred Certificates,
were issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2015 (the “Pooling and Servicing
Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto
Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender
Services LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and
as Custodian, and Wilmington Trust, National Association, as Trustee (the “Trustee”). All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term
is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”) and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The


 






    	C-2B-1



    	 



    

 


Transferee is aware that the Transfer to it of the Transferred Certificates is being made in reliance on Rule 144A. The Transferee
is purchasing the Transferred Certificates for its own account or for the account of a Qualified Institutional Buyer, and understands
that such Transferred Certificates may be reoffered, resold, pledged or otherwise transferred only (i) to a person reasonably
believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional
Buyer to whom notice is given that the reoffer, resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant
to another exemption from registration under the Securities Act, and (iii) in either case, in compliance with applicable state
and foreign securities laws.


 


2.          The
Transferee has been furnished with all information regarding (a) the parties to the Pooling and Servicing Agreement, (b) the Transferred
Certificates and distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Trust and Trust
Fund, (e) the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements and (f) all related matters, that it has
requested.


 


	 	Very truly yours,
	 	
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    	C-2B-2



    	 



    

 


ANNEX
1 TO EXHIBIT C-2B


 


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Certificate
Registrar], as Certificate Registrar, with respect to the mortgage pass-through certificates being Transferred (the “Transferred
Certificates”) as described in the Transferee Certificate to which this certification relates and to which this certification
is an Annex:


 


1.          As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates (the “Transferee”).


 


2.          The
Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) [the Transferee] [each of the Transferee’s equity owners] owned
and/or invested on a discretionary basis $______________1 in securities (other than the excluded securities referred
to below) as of the end of the Transferee’s most recent fiscal year (or a specified date since the end of such Transferee’s
most recent fiscal year) (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria
in the category marked below.


 


___         Corporation,
etc. The Transferee is a corporation (other than a domestic or foreign bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.


 


___         Bank.
The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District
of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking
commission or similar official or is a foreign bank or equivalent institution and (b) has an audited net worth of at least $25
million as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than
16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. bank, and not more than 18 months preceding
such date of sale in the case of a foreign bank or equivalent institution.


 


 



1
       Transferee or each of its equity owners must own and/or invest on a discretionary basis
at least $100,000,000 in securities unless Transferee or any such equity owner, as the case may be, is a dealer, and, in that
case, Transferee or such equity owner, as the case may be, must own and/or invest on a discretionary basis at least $10,000,000
in securities.



 






    	C-2B-3



    	 



    

  


___         Savings
and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any
such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at
least $25 million as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date
not more than 16 months preceding the date of sale of the Transferred Certificates in the case of a U.S. savings and loan association,
and not more than 18 months preceding such date of sale in the case of a foreign savings and loan association or equivalent institution.


 


___         Broker-dealer.
The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.


 


___       Insurance
Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance
or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner
or a similar official or agency of a State, U.S. territory or the District of Columbia.


 


___         State
or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of its employees.


 


___         ERISA
Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security
Act of 1974.


 


___         Investment
Adviser. The Transferee is an investment adviser registered under the Investment Advisers Act of 1940, as amended.


 


___         QIB
Subsidiary. All of the Transferee’s equity owners are “qualified institutional buyers” within the meaning
of Rule 144A.


 


___         Other.
(Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1)
of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this
Annex 1.) 





	 	 
	 	 
	 	 



         


3.         For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any Person, the Transferee
did not include (i) securities of issuers that are affiliated with such Person, (ii) securities that are part of an unsold allotment
to or subscription by such Person, if such Person is a dealer,


 






    	C-2B-4



    	 



    

 


(iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement, and (vii) currency, interest
rate and commodity swaps.


 


4.          For
purposes of determining the aggregate value of securities owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its securities holdings in its financial statements
on the basis of their market value, and no current information with respect to the cost of those securities has been published,
in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries are consolidated with such Person in its financial
statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are
managed under such Person’s direction. However, such securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting company under the Securities Exchange Act of 1934,
as amended.


 


5.          The
Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee may be in
reliance on Rule 144A.


 


___        ___     Will
the Transferee be acquiring interests in the Transferred Certificates only for the Transferee’s own account?

Yes        No      


 


6.          If
the answer to the foregoing question is “no”, then in each case where the Transferee is acquiring any interest in
a Transferred Certificate for an account other than its own, such account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such
third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


7.          The
Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee’s acquisition of any interest in the Transferred Certificates will constitute
a reaffirmation of this certification as of the date of such acquisition. In addition, if the Transferee is a bank or savings
and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements
that become available on or before the date of such acquisition, promptly after they become available.


 






    	C-2B-5



    	 



    

 


8.          Capitalized
terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificates were issued.


 


	 	[TRANSFEREE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Date:











 






    	C-2B-6



    	 



    

 


ANNEX
2 TO EXHIBIT C-2B


 


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That Are Registered Investment Companies]


 


The
undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Certificate
Registrar], as Certificate Registrar, with respect to the mortgage pass-through certificate being Transferred (the “Transferred
Certificates”) as described in the Transferee Certificate to which this certification relates and to which this certification
is an Annex:


 


1.          As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity acquiring interests in the Transferred Certificates (the “Transferee”) or, if the Transferee
is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended
(“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined in paragraph 3
below), is an executive officer of the investment adviser (the “Adviser”).


 


2.          The
Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned
and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least $100,000,000,
in securities (other than the excluded securities referred to in paragraph 4 below) as of the end of the Transferee’s most
recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family
of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s Family
of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their
market value, and no current information with respect to the cost of those securities has been published, in which case the securities
of such entity were valued at market.


 


___         The
Transferee owned and/or invested on a discretionary basis $___________ in securities (other than the excluded securities referred
to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule
144A).


 


___         The
Transferee is part of a Family of Investment Companies which owned in the aggregate $___________ in securities (other than the
excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated
in accordance with Rule 144A).


 


3.          The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority-owned


 






    	C-2B-7



    	 



    

 


subsidiaries
of the same parent or because one investment adviser is a majority-owned subsidiary of the other).


 


4.          The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee
or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement, and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Transferee, or owned by the Transferee’s Family of Investment Companies, the securities referred to in this
paragraph were excluded.


 


5.          The
Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee will be in
reliance on Rule 144A.


 


___        ___      
Will the Transferee be acquiring interests in the
Transferred Certificates only for
the Transferee’s own account?

Yes        No        


 


6.          If
the answer to the foregoing question is “no”, then in each case where the Transferee is acquiring any interest in
the Transferred Certificates for an account other than its own, such account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such
third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


7.          The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee’s acquisition of any interest in the Transferred Certificates will constitute a reaffirmation
of this certification by the undersigned as of the date of such acquisition.


 






    	C-2B-8



    	 



    

 


8.          Capitalized
terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which
the Transferred Certificates were issued.


 





	 	Print Name of Transferee
or Adviser
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	IF AN ADVISER:
	 	 	 
	 	Print Name of Adviser
	 	 	
	 	Date:








 









    	C-2B-9



    	 



    

 


EXHIBIT C-3A


 


FORM OF TRANSFEROR
CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES

UNDER REGULATION S)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Re:        Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”),
Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of September 29, 2015 (the “Closing
Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by ____________ (the “Transferor”) to ________________
(the “Transferee”) through our respective Depository Participants of the Transferor’s beneficial ownership
interest (currently maintained on the books and records of The Depository Trust Company (“DTC”) and the Depository
Participants) in the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant
to the Pooling and Servicing Agreement dated as of September 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to and agrees with you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferor is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any
and all claims and encumbrances whatsoever.


 


2.          At
the time the buy order was originated, the Transferor reasonably believed that the Transferee was outside the United States, its
territories and possessions.


 






    	C-3A-1



    	 



    

 


3.          If
the Transferor is a “distributor” within the meaning of Rule 902(d) of Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the Transferred Certificates,
or an affiliate of such a distributor or of the Depositor, or a person acting on behalf of such a distributor, the Depositor or
any affiliate of such distributor or of the Depositor, then:


 


(a)        the
sale of the Transferred Certificates by the Transferor to the Transferee will be executed in, on or through a physical trading
floor of an established foreign securities exchange that is located outside the United States, its territories and possessions;


 


(b)        no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in the United States,
its territories and possessions, with respect to the Transferred Certificates by the Transferor, any of its affiliates, or any
person acting on behalf of any of the foregoing;


 


(c)        all
offers and sales, if any, of the Transferred Certificates by or on behalf of the Transferor prior to the expiration of the distribution
compliance period specified in category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, have been
and will be made only in accordance with the provisions of Rule 903 of Regulation S, pursuant to registration of the Transferred
Certificates under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities
Act, and, in either case, in compliance with applicable state and foreign securities laws;


 


(d)        all
offering materials and documents (other than press releases), if any, used in connection with offers and sales of the Transferred
Certificates by or on behalf of the Transferor prior to the expiration of the distribution compliance period specified in category
2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, complied with the requirements of Rule 902(g)(2)
of Regulation S; and


 


(e)        if
the Transferee is a distributor, a dealer or a person receiving a selling concession, a fee or other remuneration and the offer
or sale of the Transferred Certificates thereto occurs prior to the expiration of the applicable 40-day distribution compliance
period, the Transferor has sent a confirmation or other notice to the Transferee that the Transferee is subject to the same restrictions
on offers and sales that apply to a distributor.


 


4.          If
the Transferor is not a distributor with respect to the Transferred Certificates or an affiliate of such a distributor or of the
Depositor or acting on behalf of such a distributor, the Depositor or any affiliate of such a distributor or of the Depositor,
then:


 


(a)        the
sale of the Transferred Certificates by the Transferor to the Transferee will be executed in, on or through the facilities of
a designated offshore securities market described in Rule 902(b) of Regulation S and in compliance with applicable state and foreign
securities laws, and neither the Transferor nor anyone acting on its behalf knows


 






    	C-3A-2



    	 



    

 


that such transaction has been prearranged with
a buyer in the United States, its territories and possessions;


 


(b)        no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in the United States,
its territories and possessions, with respect to the Transferred Certificates by the Transferor, any of its affiliates, or any
person acting on behalf of any of the foregoing;


 


(c)        if
the Transferee is a dealer or a person receiving a selling concession, a fee or other remuneration in respect of the Transferred
Certificates and the offer or sale of the Transferred Certificates thereto occurs prior to the expiration of the applicable 40-day
distribution compliance period, the Transferor has sent a confirmation or other notice to the Transferee stating that the Transferred
Certificates may be offered and sold during the distribution compliance period only in accordance with the provisions of Regulation
S, pursuant to registration of the Transferred Certificates under the Securities Act or pursuant to an available exemption from
the registration requirements of the Securities Act, and, in either case, in compliance with applicable state and foreign securities
laws.


 





	 	Very truly yours,
	 	
	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 









    	C-3A-3



    	 



    

 


EXHIBIT C-3B


 


FORM OF TRANSFEREE
CERTIFICATE

(FOR USE IN CONNECTION WITH TRANSFERS OF NON-REGISTERED CERTIFICATES UNDER REGULATION S)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services: Wells Fargo Commercial Mortgage Trust 2015-LC22





	 	 
	[TRANSFEROR]	 
	 	 
	 	 
	 	 


 


Re:        Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”),
Class [_], [having an initial Certificate Principal Balance or Certificate Notional Amount as of September 29, 2015 (the “Closing
Date”) of $__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by ____________ (the “Transferor”) to ___________
(the “Transferee”) through our respective Depository Participants of the Transferor’s beneficial ownership
interest (currently maintained on the books and records of The Depository Trust Company (“DTC”) and the Depository
Participants) in the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued pursuant
to the Pooling and Servicing Agreement dated as of September 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee (the “Trustee”). All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to and agrees with you, and for the benefit of the Trustee and the Depositor, that:


 


1.          The
Transferee is not a United States Securities Person. For purposes of this certification, “United States Securities Person”
means (i) any natural person resident


 






    	C-3B-1



    	 



    

 


in the United States (for purposes of this paragraph 1, “United States” means
the United States, its territories and possessions, any State of the United States, and the District of Columbia), (ii) any partnership
or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator
is a United States Securities Person, other than any estate of which any professional fiduciary acting as executor or administrator
is a United States Securities Person if an executor or administrator of the estate who is not a United States Securities Person
has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (iv)
any trust of which any trustee is a United States Securities Person, other than a trust of which any professional fiduciary acting
as trustee is a United States Securities Person if a trustee who is not a United States Securities Person has sole or shared investment
discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a United
States Securities Person, (v) any agency or branch of a foreign entity located in the United States, (vi) any non-discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a
United States Securities Person, (vii) any discretionary account or similar account (other than an estate or trust) held by a
dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States, other than one held for
the benefit or account of a non-United States Securities Person by a dealer or other professional fiduciary organized, incorporated
or (if any individual) resident in the United States, (viii) any partnership or corporation if (a) organized or incorporated under
the laws of any foreign jurisdiction and (b) formed by a United States Securities Person principally for the purpose of investing
in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by “accredited
investors”, as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities
Act”), who are not natural persons, estates or trusts; provided, however, that (A) any agency or branch of a United
States Securities Person located outside the United States which operates for valid business reasons and is engaged in the business
of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where
located, and (B) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates
and pension plans, any other similar international organization, their agencies, affiliates and pension plans, shall not constitute
United States Securities Persons.


 


2.          The
Transferee understands that (a) the Transferred Certificates have not been and will not be registered under the Securities Act
or registered or qualified under any applicable state or foreign securities laws, (b) none of the Depositor, the Trustee or the
Certificate Registrar is obligated so to register or qualify the Class of Certificates to which the Transferred Certificates belong
and (c) no interest in the Transferred Certificates nor any security issued in exchange therefor or in lieu thereof may be reoffered,
resold, pledged or otherwise transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant any applicable state or foreign securities laws or (ii) reoffered, resold, pledged or otherwise transferred in transactions
which are exempt from such registration and qualification.


 






    	C-3B-2



    	 



    

 


3.          The
Transferee understands that it may not reoffer, resell, pledge or otherwise transfer any Transferred Certificate, any security
issued in exchange therefor or in lieu therefor or any interest in the foregoing except in compliance with the provisions of Section
5.02 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed, and that each Transferred Certificate
will bear the following legends:


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ANY REOFFER, RESALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE
OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


NO
TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”) OR ANY MATERIALLY SIMILAR PROVISIONS OF APPLICABLE
FEDERAL, STATE OR LOCAL LAW OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 





	 	Very truly yours,
	 	
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 












    	C-3B-3



    	 



    

 


EXHIBIT D-1


 


FORM OF TRANSFEREE
CERTIFICATE IN CONNECTION WITH ERISA

(NON-INVESTMENT GRADE CERTIFICATES HELD IN PHYSICAL FORM)


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-LC22 [OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Wells Fargo Commercial
Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Class __ Certificates [having an initial
aggregate Certificate [Principal Balance] [Notional Amount] as of September 29, 2015 (the “Closing Date”) of
$__________] [evidencing a ____% Percentage Interest in the related Class] (the “Transferred Certificates”)



 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Transferred Certificates pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the “Pooling and Servicing Agreement”), dated as of September 1, 2015 among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator,
as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you as Certificate Registrar, as follows (check the applicable paragraph):


 


___                         1.          The
Transferee is neither (A) a retirement plan or other employee benefit plan or arrangement, including an individual retirement
account or annuity, a Keogh plan or a collective investment fund or separate account, the assets of which are considered “plan
assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA, or for purposes
of Similar Law, including an insurance company general account, that is subject to ERISA, Section 4975 of the Code or Similar
Law (each, a “Plan”), nor (B) a Person who is directly or indirectly purchasing the Transferred Certificates
on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan;


 






    	D-1-1



    	 



    

 


___                         2.          The
Transferred Certificates are not Class R or Class V Certificates, and the Transferee is using funds from an insurance company
general account to acquire the Transferred Certificates, and the purchase and holding of such Certificates by such Person are
exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III
of Prohibited Transaction Class Exemption 95 60; or


 


___                         3.           (I)
The Transferred Certificates are Class ___ Certificates, an interest in which is being acquired by or on behalf of a Plan in reliance
on the prohibited transaction exemption (as amended) issued by the U.S. Department of Labor to Wells Fargo Securities, LLC (Prohibited
Transaction Exemption 96-22) (as amended by Prohibited Transaction Exemption 2013-08), (II) such Transferred Certificates have
an investment grade rating on the date of this letter and (III) (X) such Plan is an “accredited investor” as defined
in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) such Plan is not sponsored (within the meaning of Section 3(16)(B)
of ERISA) by any member of the Restricted Group, and (Z) such Transferee agrees that it will obtain from each of its Transferees
to which it transfers an interest in the Transferred Certificates, a written certification to the effect described in Paragraph
1 above, a written certification to the effect described in Paragraph 2 above or a written representation that such Transferee
satisfies the requirements of the immediately preceding clauses (III) (X) and (Y) of this Paragraph 3, together with a written
agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation.


 


	 	Very truly yours,
	 	
	 	[TRANSFEREE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    	D-1-2



    	 



    

 


EXHIBIT D-2


 


FORM OF TRANSFEREE
CERTIFICATE IN CONNECTION WITH ERISA

(CERTIFICATES HELD IN BOOK-ENTRY FORM)


 


[Date]


 


[TRANSFEROR]


 


Re:          Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Class __ Certificates
[having an initial aggregate [Principal Balance] [Notional Amount] as of September 29, 2015 (the “Closing Date”)
of $__________] (the “Transferred Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the Transfer by ______________________ (the “Transferor”) to
_________________ (the “Transferee”) through our respective DTC Participants of the Transferor’s beneficial
ownership interest (currently maintained on the books and records of The Depository Trust Company (“DTC”) and
the Depository Participants) in the Transferred Certificates. The Certificates, including the Transferred Certificates, were issued
pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you as follows (check the applicable paragraph):


 


___                         1.          The
Transferee is neither (A) a retirement plan, an employee benefit plan or other retirement arrangement, including an individual
retirement account or annuity, a Keogh plan or a collective investment fund or separate account, the assets of which are considered
“plan assets” under U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA,
or for purposes of Similar Law, including an insurance company general account, that is subject to Section 406 of ERISA, Section
4975 of the Code or Similar Law (each, a “Plan”), nor (B) a Person who is directly or indirectly purchasing
an interest in the Transferred Certificates on behalf of, as named fiduciary of, as trustee of, or with assets of, a Plan;


 


___                         2.          The
Transferee is using funds from an insurance company general account to acquire an interest in the Transferred Certificates, and
the purchase and holding of such interest by such Person are exempt from the prohibited transaction provisions of


 






    	D-2-1



    	 



    

 


Section
406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60; or


 


___                         3.          (I)
The Transferred Certificates are Class __ Certificates, an interest in which is being acquired by or on behalf of a Plan in reliance
on the prohibited transaction exemption (as amended) issued by the U.S. Department of Labor to Wells Fargo Securities, LLC (Prohibited
Transaction Exemption 96-22) (as amended by Prohibited Transaction Exemption 2013-08), (II) such Transferred Certificates have
an investment grade rating on the date of this letter and (III) (X) such Plan is an “accredited investor” as defined
in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) such Plan is not sponsored (within the meaning of Section 3(16)(B)
of ERISA) by any member of the Restricted Group, and (Z) such Transferee agrees that it will obtain from each of its Transferees
to which it transfers an interest in the Transferred Certificates, a written certification to the effect described in Paragraph
1 above, a written certification to the effect described in Paragraph 2 above or a written representation that such Transferee
satisfies the requirements of the immediately preceding clauses (III) (X) and (Y) of this Paragraph 3, together with a written
agreement that such Transferee will obtain from each of its Transferees a similar written certification or representation.


 


	 	[TRANSFEREE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    	D-2-2



    	 



    

 



EXHIBIT E-1


 


FORM OF TRANSFER
AFFIDAVIT AND AGREEMENT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


TRANSFER AFFIDAVIT PURSUANT
TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22, Series 2015-LC22 (the “Certificates”) issued pursuant to the Pooling
and Servicing Agreement dated as of September 1, 2015 (the “Pooling and Servicing Agreement”), among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association,
as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee


 


	STATE OF	)
	 	)          ss.:
	COUNTY OF	)







 


 


I,
[________], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am the [________] of [________] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [___]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as “REMIC I”, “REMIC II” and “REMIC III”,
respectively, relating to the Certificates for which an election has been or is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is a Permitted Transferee (as defined in the Pooling and Servicing Agreement) and the Purchaser’s U.S. taxpayer
identification number is __________. The Purchaser is not a “Disqualified Organization” (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 person that is not a Permitted Transferee or to a Disqualified
Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States or a possession
thereof, any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing (other than
an instrumentality which is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage
Corporation, a majority of its board of


 






    	E-1-1



    	 



    

 


directors
is not selected by any such governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality
of either of the foregoing, (iii) any organization (except certain farmers’ cooperatives described in Section 521 of the
Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section
1381 of the Code or (v) any other Person so designated by the Tax Administrator, based upon an Opinion of Counsel delivered to
the Tax Administrator (but not at the Tax Administrator’s expense) to the effect that the holding of an Ownership Interest
in a Class R Certificate by such Person may cause the Trust or any Person having an Ownership Interest in any Class of Certificates,
other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States”, “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.          The
Purchaser is not a foreign permanent establishment or a fixed base (within the meaning of any applicable income tax treaty between
the United States and any foreign jurisdiction) of a United States Tax Person.


 


5.          The
Purchaser will not cause the income from the Class R Certificates to be attributable to a foreign permanent establishment or fixed
base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United
States Tax Person.


 


6.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


7.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


8.          [Check
the statement that applies]


 


·     If
the Transferor requires the safe harbor under Treasury Regulations Section 1.860E-1 to apply:


 


___      a.          In
accordance with Treasury Regulations Section 1.860E-1, the Purchaser (i) is an “eligible corporation” as defined in
Section 1.860E-1(c)(6)(i) of the Treasury Regulations, as to which the income of Class R Certificates will only be subject to
taxation in the United States, (ii) has, and has had in each of its two preceding fiscal years, gross assets for financial reporting
purposes (excluding any obligation of a person related to the transferee within the meaning of Section 1.860E-1(c)(6)(ii) of the
Treasury Regulations or any other assets if a principal purpose for holding or acquiring such asset is to satisfy this condition)
in excess of $100 million and net assets of $10 million, and (iii) hereby agrees only to transfer the Certificate to another corporation
meeting the criteria set forth in Treasury Regulations Section 1.860E-1;


 






    	E-1-2



    	 



    

 


or


 


___      b.         The
Purchaser is a United States Tax Person and the consideration paid to the Purchaser for accepting the Class R Certificates is
greater than the present value of the anticipated net federal income taxes and tax benefits (“Tax Liability Present Value”)
associated with owning such Certificates, with such present value computed using a discount rate equal to the “Federal short-term
rate” prescribed by Section 1274 of the Code as of the date hereof or, to the extent it is not, if the Transferee has asserted
that it regularly borrows, in the ordinary course of its trade or business, substantial funds from unrelated third parties at
a lower interest rate than such applicable federal rate and the consideration paid to the Purchaser is greater than the Tax Liability
Present Value using such lower interest rate as the discount rate, the transactions with the unrelated third party lenders, the
interest rate or rates, the date or dates of such transactions, and the maturity dates or, in the case of adjustable rate debt
instruments, the relevant adjustment dates or periods, with respect to such borrowings, are accurately stated in Exhibit A to
this letter.


 


·     If
the Transferor does not require the safe harbor under Treasury Regulations Section 1.860E-1 to apply:


 


___      c.          None
of the above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificates in excess of any cash flows generated
by such Certificates.


 


11.        The
Purchaser will not transfer the Class R Certificates to any person or entity as to which the Purchaser has not received an affidavit
substantially in the form of this affidavit or to any person or entity as to which the Purchaser has actual knowledge that the
requirements set forth in paragraphs 3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity with respect to which
the Purchaser has not (at the time of such Transfer) satisfied the requirements under the Code to conduct a reasonable investigation
of the financial condition of such person or entity (or its current beneficial owners if such person or entity is classified as
a partnership under the Code).


 


12.        The
Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the prohibition
against transferring the Class R Certificates to a Disqualified Organization, an agent thereof or a person that does not satisfy
the requirements of paragraphs 7 and 9.


 


13.        The
Purchaser consents to the designation of the Tax Administrator as the agent of the Tax Matters Person of the REMIC I, REMIC II
and REMIC III pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	E-1-3



    	 



    

 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___ day of ________________.





	 	 	 
	 	By:	 
	 	 	Name:

    Title:











 


Personally
appeared before me [__] known or proved to me to be the same person who executed the foregoing instrument and to be a [__] of
the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and as the free act and deed
of the Purchaser.


 


Subscribed and sworn before me
this

____ day of _______________.


 





	 	 






Notary Public


 






    	E-1-4



    	 



    

  


EXHIBIT E-2


 


FORM OF TRANSFEROR
CERTIFICATE FOR TRANSFERS OF

CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-LC22

[OR OTHER CERTIFICATE REGISTRAR]


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Class R Certificates,
evidencing a ____% Percentage Interest in such Class (the “Residual Interest Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Transferred Certificates pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the “Pooling and Servicing Agreement”), dated as of September 1, 2015 among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator,
as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you as Certificate Registrar, as follows:


 


1.          No
purpose of the Transferor relating to the transfer of the Residual Interest Certificates by the Transferor to the Transferee is
or will be to impede the assessment or collection of any tax.


 


2.          The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit E-1. The Transferor does not know or believe that any representation contained
therein is false.


 


3.          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
(or the beneficial owners of the Transferee if the Transferee is classified as a partnership under the Code) as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the


 






    	E-2-1



    	 



    

 


Transferor
has determined that 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 Interest Certificates may not be respected for United States income tax purposes (and the Transferor
may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	(Transferor)

    Name:

    Title:



 






    	E-2-2



    	 



    

  


EXHIBIT F-1


 


FORM OF MASTER
SERVICER REQUEST FOR RELEASE


 


[Date]


 


Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: WFCM 2015-LC22


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22,

Commercial Mortgage Pass-Through Certificates, Series 2015-LC22


 


In
connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and
Servicing Agreement, dated as of September 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association as general master servicer (in such
capacity, the “General Master Servicer”), as certificate administrator, as tax administrator and as custodian
(in such capacity, the “Custodian”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”), and as NCB special servicer, Rialto Capital Advisors, LLC, as general special servicer,
Park Bridge Lender Services LLC, as trust advisor, and Wilmington Trust, National Association, as trustee, the undersigned as
[General] [NCB] Master Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage
File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for
the reason indicated below.


 


Property Name:

Address:

Loan No.:


 


If only particular documents
in the Mortgage File are requested, please specify which:


 


Reason for requesting Mortgage
File (or portion thereof):


 


______                  1.          Mortgage
Loan paid in full. The undersigned hereby certifies that all amounts received in connection with the Mortgage Loan that are required
to be credited to the [Collection Account] [[and the] related Serviced Pari Passu Companion Loan Custodial Account] pursuant to
the Pooling and Servicing Agreement, have been or will be so credited.


 


______                  2.          Other.
(Describe) _________________________________________________________________________________________ ______________________________________________________________________________________________________________


 


The
undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our


 






    	F-1-1



    	 



    

 


receipt
thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained
by us permanently.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. 


	 	 	 
	 	[__________________________],

    as the [General] [NCB] Master Servicer
	 	 
	 	By:	 
			Name:

    Title:






 






    	F-1-2



    	 



    

  


EXHIBIT F-2


 


FORM OF SPECIAL
SERVICER REQUEST FOR RELEASE


 


[Date]


 


Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: WFCM 2015-LC22


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22


 


In
connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and
Servicing Agreement, dated as of September 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Wells
Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”),
National Cooperative Bank, N.A., as NCB master servicer, National Cooperative Bank, N.A., as NCB special servicer (in such capacity,
the “NCB Special Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General
Special Servicer”), Park Bridge Lender Services LLC, as trust advisor, and Wilmington Trust, National Association, as
trustee, the undersigned as the [General] [NCB] Special Servicer with respect to the following described Mortgage Loan hereby
requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with
respect to such Mortgage Loan for the reason indicated below.


 


Property Name:

Address:

Loan No.:


 


If only particular documents
in the Mortgage File are requested, please specify which:


 


Reason for requesting Mortgage
File (or portion thereof):


 


______                  1.          The
Mortgage Loan is being foreclosed.


 


______                  2.          Other.
(Describe)


 


The
undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our
receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by
us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File
(or such portion thereof) will be retained by us permanently.


 






    	F-2-1



    	 



    

 


Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. 


	 	 	 
	 	[___________________________],

    as [General] [NCB] Special Servicer
	 	 
	 	By:	 
			Name:

    Title:






 






    	F-2-2



    	 



    

  


EXHIBIT F-3A


 


FORM OF TRANSFEROR
CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Wells Fargo Commercial Mortgage
Securities, Inc. 


c/o Wells Fargo Securities, LLC 


375 Park Avenue, 2nd Floor, J0127-023 


New York, New York 10152 


Attention: A.J. Sfarra


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s]
established under the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:


 


1.          The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”)
with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from
any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute


 






    	F-3A-1



    	 



    

 


a
distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”),
or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act
or any state securities laws.

	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:

    Title:



 






    	F-3A-2



    	 



    

  


EXHIBIT F-3B


 


FORM OF TRANSFEREE
CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Wells Fargo Commercial Mortgage
Securities, Inc. 


c/o Wells Fargo Securities, LLC 


375 Park Avenue, 2nd Floor, J0127-023 


New York, New York 10152 


Attention: A.J. Sfarra


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086 120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2015-LC22 Asset Manager


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”)


 


Ladies and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s]
established under the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Pooling and Servicing Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable
Master Servicer, that:


 


1.          The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.          The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any


 






    	F-3B-1



    	 



    

 


applicable
state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated
so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities
laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor
has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling
and Servicing Agreement, and (B) each of the [General] [NCB] Master Servicer and the Depositor have received a certificate from
the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement.


 


3.          The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.          The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting,


 






    	F-3B-2



    	 



    

 


legal
and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the
economic risks of such investment and can afford a complete loss of such investment.


 


7.          The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.          The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.11(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Pooling and Servicing Agreement.

	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:

    Title:



 






    	F-3B-3



    	 



    

  


EXHIBIT G-1


 


FORM OF DISTRIBUTION
DATE STATEMENT


 






    	G-1-1



    	 



    

 


The following
shall be included as supplemental information in the report for at least one monthly period following the actual receipt by the
Certificate Administrator of, and based on the information set forth in, the notice or report (if any) contemplated as described
below. The information need not appear more than once for each Pari Passu Companion Loan respecting which a notice or report (if
any) is so received.


 


With respect
to each Pari Passu Mortgage Loan, if information is presented below, the Certificate Administrator has received a notice or report
setting forth the indicated initial information (if provided) with respect to the pooling and servicing agreement for the securitization
of the related Pari Passu Companion Loan.


 


[__________________]


 


Trust: [____________________]

Depositor: [____________________]

Master Servicer: [____________________]

Special Servicer: [____________________]

Trust Advisor: [____________________]

Trustee: [____________________]

Certificate Administrator/Paying Agent: [____________________]

Custodian: [____________________]


 






    	G-1-2



    	 



    


 



	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15



	 	 	 	 	 	 	 	 	 
	DISTRIBUTION DATE STATEMENT
	Table of Contents
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Exchangeable Class Detail	4	 	 	 
	 	 	 	 	Reconciliation Detail	5	 	 	 
	 	 	 	 	Other Required Information	6	 	 	 
	 	 	 	 	Cash Reconciliation Detail	7	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	8-10	 	 	 
	 	 	 	 	Mortgage Loan Detail	11	 	 	 
	 	 	 	 	NOI Detail	12	 	 	 
	 	 	 	 	Principal Prepayment Detail	13	 	 	 
	 	 	 	 	Historical Detail	14	 	 	 
	 	 	 	 	Delinquency Loan Detail	15	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	16-17	 	 	 
	 	 	 	 	Advance Summary	18	 	 	 
	 	 	 	 	Modified Loan Detail	19	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	20	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	21	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	22-23	 	 	 
	 	 	 	 	Defeased Loan Detail	24	 	 	 
	 	 	 	 	Supplemental Reporting	25	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	General
    Master Servicer	 	 	 	NCB
    Master & NCB Special Servicer	 	 	 	General
    Special Servicer	 	 	 	Trust
    Advisor	 	 
	 	 	Wells Fargo Commercial Mortgage Securities, Inc.	 	 	 	Wells Fargo Bank, National Association	 	 	 	

    National Cooperative Bank, N.A.

2011 Crystal Drive	 	 	 	

    Rialto Capital Advisors, LLC
730 NW 107th Avenue, Suite 400	 	 	 	
Park Bridge
    Lender Services LLC
560 Lexington Avenue, 17th	 	 
	 	 	375 Park Avenue	 	 	 	550 S. Tryon Street, 14th Floor	 	 	 	Suite 800	 	 	 	Miami, FL 33172	 	 	 	Floor	 	 
	 	 	2nd Floor, J0127-23	 	 	 	Charlotte, NC 28202	 	 	 	Arlington, VA 22202	 	 	 	 	 	 	 	New York, NY 10022	 	 
	 	 	New York, NY 10152	 	 	 	 	 	 	 		 	 	 		 	 	 	 	 	 
	 	 	Contact:	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Anthony.Sfarra@wellsfargo.com	 	 	 	REAM_InvestorRelations@WellsFargo.com	 	 	 	Contact:  Kathleen Luzik	 	 	 	Contact: Thekla Salzman	 	 	 	Contact: David Rodgers	 	 
	 	 	Phone Number:  (212) 214-5613	 	 	 	Phone Number:            (866) 898-1615	 	 	 	Phone Number: (703) 302-1902	 	 	 	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 25



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (2)	 	CUSIP	 	Pass-Through
 Rate	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-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	 	 
	 	 	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-E	 	 	 	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	 	 	 	 	 	 	 	 
	 	 	


        (1)
        The balances of the Class A-S, Class B, Class C certificates represent the balance of their respective Regular Interest, as detailed in the Pooling and Servicing Agreement. A portion of these classes may be exchanged and held in Class PEX. For details on the current status and payments of Class PEX, see page 4.

        (2)
                     Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 25



    	 



    




	 	 	 	 
		Wells Fargo Commercial
    Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	PEX	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	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-E	 	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	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	Page 3 of 25



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exchangeable
    Class Detail
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class\

    Component	CUSIP	Pass-Through

    Rate	Original

    Balance	Beginning

    Balance	Principal

    Distribution	Interest

    Distribution	Prepayment

    Premium	Realized
    Loss /

    Additional Trust Fund Expenses	Total

    Distribution	Ending

    Balance	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A-S Regular Interest Breakdown	 	 	 	 	 	 	 	 
	 	 	A-S
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	A-S (PEX)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	B Regular Interest Breakdown	 	 
	 	 	B (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	B (PEX)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	C Regular Interest Breakdown	 	 
	 	 	C
    (Cert)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	C
    (PEX)	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class PEX Detail 	 	 
	 	 	 	 	 
	 	 	Class\

    Component	CUSIP	Pass-Through

    Rate	Original

    Balance	Beginning

    Balance	Principal

    Distribution	Interest

    Distribution	Prepayment

    Premium	Realized
    Loss /

    Additional Trust Fund Expenses	Total

    Distribution	Ending

    Balance	 	 
	 	 	PEX	 	0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 4 of 25



    	 



    

 


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining

Unpaid

    Distributable

 Certificate Interest 	 	 
	 	 	A-1	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-E	 	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  
    	 	 
	 	 	B	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	G	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 5 of 25



    	 



    





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 6 of 25



    	 



    






 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee-Wells
Fargo Bank, N.A. and National  Cooperative 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	 	 	Trust Advisor Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	 	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	Page 7 of 25



    	 



    








	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 8 of 25



    	 



    
 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 9 of 25



    	 



    





	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22

    

Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term (ARD and Balloon Loans)	 	Remaining Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (1)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (1)	WAC	Weighted

    Avg DSCR (2)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (1)	WAC	Weighted

    Avg DSCR (2)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (1)	WAC	Weighted

    Avg DSCR (2)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Anticipated Remaining Term and WAM are each calculated
    based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity
    date.	 	 
	 	(2) Debt Service Coverage Ratios are updated periodically
as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer
is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes
no representations as to the accuracy of the data provided by the borrower for this calculation.	 	 
	 	(3) 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 10 of 25



    	 



    

 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3) Modification Code	 
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 11 of 25



    	 



    

 

	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 12 of 25



    	 



    


 







 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-  Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	-  One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	-  Two Months Delinquent	5	-	Non Performing Matured Balloon 	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	-  Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 15 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22



    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-   Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-   Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-   Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-   Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-   Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 16 of 25



    	 



    


 







 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15



	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 17 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15



	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	Page 18 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	Page 19 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 20 of 25



    	 



    



 






	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22

    

Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Page 21 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22

    

Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	Liquidation	 	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 22 of 25



    	 



    


 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22

    

Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15




	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	Page 23 of 25



    	 



    

 







	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22

    

Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 24 of 25



    	 



    
 


	 	 	 	 
		Wells Fargo Commercial Mortgage Trust 2015-LC22

    

Commercial Mortgage Pass-Through Certificates

    Series 2015-LC22	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:	10/19/15
	8480 Stagecoach Circle	Record Date:	9/30/15
	Frederick, MD 21701-4747	Determination Date:	10/13/15



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 25 of 25



    	 



    






  


EXHIBIT
G-2


 


MINIMUM INFORMATION
FOR DISTRIBUTION DATE STATEMENT


 


(1)        the
Distribution Date, Record Date, Interest Accrual Period and Determination Date for such Distribution Date;


 


(2)        the
aggregate Certificate Principal Balance or Class Notional Amount of each Class of Certificates and the Class A-S, Class B and
Class C Regular Interests before and after giving effect to the distribution made on such Distribution Date;


 


(3)        the
amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates and the Class
A-S, Class B and Class C Regular Interests in reduction of the Class Principal Balance thereof;


 


(4)        the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates and the Class A-S, Class B and
Class C Regular Interests allocable to the interest distributable on that Class of Certificates or Regular Interest, as the case
may be;


 


(5)        the
aggregate amount of P&I Advances made in respect of the Mortgage Pool for such Distribution Date pursuant to Section 4.03(a);


 


(6)        the
aggregate amount and general purpose of Servicing Advances that have been made by the General Master Servicer, the NCB Master
Servicer, the General Special Servicer, the NCB Special Servicer and the Trustee with respect to the Mortgage Loans;


 


(7)        (A)
the aggregate amount of servicing compensation in respect of the Mortgage Pool (separately identifying the amount of each category
of compensation) paid to the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special
Servicer during the related Collection Period and (B) the aggregate amount of compensation in respect of the Mortgage Pool (separately
identifying the amount of each category of compensation) to the Trustee and the Certificate Administrator;


 


(8)        the
aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after such Distribution
Date;


 


(9)        the
number, aggregate unpaid principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of
the Mortgage Loans (but not any successor REO Mortgage Loans to Mortgage Loans) as of the close of business on the related Determination
Date;


 


(10)       the
number, aggregate unpaid principal balance (as of the close of business on the related Determination Date and aggregate Stated
Principal Balance (immediately after such Distribution Date) of Mortgage Loans (A) delinquent 30 to 59 days, (B) delinquent 60
to 89 days, (C) delinquent 90 or more days, and (D) not delinquent but constituting Specially Serviced Mortgage Loans or in foreclosure
but not constituting an REO Mortgage Loan;


 






    	G-2-1



    	 



    

 


(11)       with
respect to any REO Property that was included (or an interest in which was included) in the Trust Fund as of the close of business
on the related Determination Date, the loan number of the related Mortgage Loan, and, if available, the Appraised Value of such
REO Property as expressed in the most recent appraisal thereof and the date of such appraisal;


 


(12)       the
total payments and other collections Received by the Trust during the related Collection Period, the fees and expenses paid therefrom
(with an identification of the general purpose of such fees and expenses and the party receiving such fees and expenses), the
Available Distribution Amount for such Distribution Date, and the available funds with respect to (i) the Class A-S Certificates
and Class A-S-PEX Component, (ii) the Class B Certificates and Class B-PEX Component, and (iii) the Class C Certificates and Class
C-PEX Component, in each case for the Distribution Date;


 


(13)       the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates and the Class A-S, Class B and
Class C Regular Interests allocable to Prepayment Premiums and/or Yield Maintenance Charges;


 


(14)       the
Interest Distribution Amount and Accrued Certificate Interest in respect of each Class of Certificates and the Class A-S, Class
B and Class C Regular Interests for such Distribution Date or the related Interest Accrual Period, as applicable;


 


(15)       the
Pass-Through Rate for each Class of Certificates for the Interest Accrual Period related to such Distribution Date;


 


(16)       the
Principal Distribution Amount and the Unadjusted Principal Distribution Amount for such Distribution Date, separately identifying
the respective components thereof (and, in the case of any Principal Prepayment or other unscheduled collection of principal Received
by the Trust during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment
or other collection of principal);


 


(17)       the
Class Principal Balance of each Class of Principal Balance Certificates and the Class Notional Amount of each Class of Interest
Only Certificates, outstanding immediately before and immediately after such Distribution Date, separately identifying any reduction
therein pursuant to Section 4.04 on such Distribution Date;


 


(18)       (A)
the loan number for each Required Appraisal Loan and any related Appraisal Reduction Amount as of the related Determination Date
and (B) the aggregate Appraisal Reduction Amount for all Required Appraisal Loans as of the related Determination Date;


 


(19)       on
a cumulative basis from the Cut-off Date, the number, aggregate Stated Principal Balance immediately after such Distribution Date
(in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date Principal Balance (in the case of subclauses (C) and (D)),
weighted average extension period (except in the case of subclause (B) and which shall be zero in the case of subclause (C)),
and weighted average anticipated extension period (in the case of subclause (B)) of Mortgage Loans (A) as to which the maturity
dates have been extended, (B) as


 






    	G-2-2



    	 



    

 


to
which the maturity dates are in the process of being extended, (C) that have paid off and were never extended, (D) as to which
the maturity dates had previously been extended and have paid off and (E) as to which the maturity dates had been previously extended
and are in the process of being further extended;


 


(20)       any
unpaid Interest Distribution Amount in respect of each Class of Certificates after giving effect to the distributions made on
such Distribution Date, and if the full amount of the Principal Distribution Amount was not distributed on such Distribution Date,
the portion of the shortfall affecting each Class of Principal Balance Certificates;


 


(21)       the
amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated thereto;


 


(22)       the
aggregate unpaid principal balance of the Mortgage Pool outstanding as of the close of business on the related Determination Date;


 


(23)       with
respect to any Mortgage Loan as to which a Liquidation Event occurred during the related Collection Period, (A) the loan number
thereof, (B) the nature of the Liquidation Event and, in the case of a Final Recovery Determination, a brief description of the
basis for such Final Recovery Determination, (C) the aggregate of all Liquidation Proceeds that are included in the Available
Distribution Amount and other amounts received in connection with such Liquidation Event (separately identifying the portion thereof
allocable to distributions on the Certificates), and (D) the aggregate amount of any Realized Loss and Additional Trust Fund Expenses
in connection with such Liquidation Event;


 


(24)       with
respect to any REO Property as to which a Final Recovery Determination was made during the related Collection Period, (A) the
loan number of the related Mortgage Loan, (B) a brief description of the basis for the Final Recovery Determination, (C) the aggregate
of all Liquidation Proceeds and other amounts Received by the Trust with respect to such REO Property during the related Collection
Period (separately identifying the portion thereof allocable to distributions on the Certificates), (D) the aggregate amount of
any Realized Loss and Additional Trust Fund Expenses in respect of the related REO Mortgage Loan in connection with such Final
Recovery Determination and (E) if available, the Appraised Value of such REO Property as expressed in the most recent appraisal
thereof and the date of such appraisal;


 


(25)       (A)
the aggregate amount of unreimbursed P&I Advances that had been outstanding with respect to the Mortgage Pool at the close
of business on the related Determination Date and the aggregate amount of any interest accrued and payable to the General Master
Servicer, the NCB Master Servicer or the Trustee in respect of any such unreimbursed P&I Advances in accordance with Section
4.03 as of the close of business on such related Determination Date and (B) the aggregate amount of unreimbursed Servicing
Advances that had been outstanding with respect to the Mortgage Pool as of the close of business on the related Determination
Date and the aggregate amount of interest accrued and payable to the General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the NCB Special


 






    	G-2-3



    	 



    

 


Servicer
or the Trustee in respect of such unreimbursed Servicing Advances in accordance with Section 3.11(g) as of the close of
business on such related Determination Date;


 


(26)       the
aggregate amount of any interest on Advances in respect of the Mortgage Pool paid to the General Master Servicer or the NCB Master
Servicer, as applicable, and the Trustee or any other party hereto during the related Collection Period in accordance with Section
3.11(g) and/or Section 4.03(d);


 


(27)       a
loan-by-loan listing of any Mortgage Loan that was defeased during the related Collection Period;


 


(28)       the
amount of Excess Liquidation Proceeds held in the Excess Liquidation Proceeds Account as of the end of the related Collection
Period;


 


(29)       the
amounts of the distributions made to the Holders of the Class R and Class V Certificates on such Distribution Date;


 


(30)       with
respect to any Mortgage Loan that was the subject of any material modification, extension or waiver during the related Collection
Period, (A) the loan number thereof, (B) the unpaid principal balance thereof and (C) a brief description of such modification,
extension or waiver, as the case may be;


 


(31)       with
respect to any Mortgage Loan as to which an uncured and unresolved Material Breach or Material Document Defect is alleged to exist,
(A) the loan number thereof, (B) the unpaid principal balance thereof, (C) a brief description of such alleged Material Breach
or Material Document Defect, as the case may be, and (D) the status of such alleged Material Breach or Material Document Defect,
as the case may be, including any actions known to the Certificate Administrator that are being taken by or on behalf of the related
Mortgage Loan Seller;


 


(32)       with
respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property during the related Collection Period,
the loan number of such Mortgage Loan and the Stated Principal Balance of such Mortgage Loan as of the related date of acquisition
by the Trust Fund;


 


(33)       the
aggregate of (A) all Realized Losses incurred during the related Collection Period and, as of the related Determination Date,
from the Closing Date and (B) all Additional Trust Fund Expenses (with a description thereof) incurred during the related Collection
Period and, as of the related Determination Date, from the Closing Date;


 


(34)       the
aggregate of all Realized Losses and Additional Trust Fund Expenses that remain unallocated immediately following such Distribution
Date;


 


(35)       the
Certificate Factor for each Class of Certificates immediately following such Distribution Date; and


 






    	G-2-4



    	 



    

 


(36)       an
itemized listing of any Disclosable Special Servicer Fees received by the General Special Servicer or the NCB Special Servicer,
as applicable, or any of its affiliates during the related Collection Period.


 


In
the case of information provided to the Certificate Administrator as a basis for information to be furnished pursuant to clauses
(5) through (11), (18), (22) through (27), and (30) through (36) above, insofar as the underlying information is solely within
the control of the Depositor, the General Special Servicer, the NCB Special Servicer, the General Master Servicer or the NCB Master
Servicer, the Certificate Administrator may, absent manifest error, conclusively rely on the reports to be provided by the Depositor,
the General Special Servicer, the NCB Special Servicer, the General Master Servicer or the NCB Master Servicer, as the case may
be.


 






    	G-2-5



    	 



    

 


EXHIBIT H


 


[RESERVED]


 






    	H-1



    	 



    

 


EXHIBIT I-1


 


FORM OF NOTICE
AND ACKNOWLEDGMENT

CONCERNING REPLACEMENT OF SPECIAL SERVICER


 


[Date]


 


Fitch Ratings, Inc.

One State Street Plaza, 31st Floor

New York, New York 10004


 


Moody’s Investors Service,
Inc.

7 World Trade Center, 25th Floor

New York, New York 10007


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044


 


Attn: ______________


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22


 


Ladies and Gentlemen:


 


This
notice is being delivered pursuant to Section 6.05 of the Pooling and Servicing Agreement, dated as of September 1, 2015 (the
“Agreement”) among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee, and relating to Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage
Pass-Through Certificates, Series 2015-LC22 (the “Certificates”). Capitalized terms used but not otherwise
defined herein shall have respective meanings assigned to them in the Agreement.


 


Notice
is hereby given that ____________________________________ has designated ________________________________ to serve as the [General]
[NCB] Special Servicer under the Agreement.


 


The
designation of ____________________________ as [General] [NCB] Special Servicer will become final if certain conditions are met
and each Rating Agency delivers to Wilmington Trust, National Association, the trustee under the Agreement (the “Trustee”),
written confirmation that if the person designated to become the [General] [NCB] Special Servicer were to serve as such, such
event would not result in a qualification, downgrade or


 






    	I-1-1



    	 



    

 


withdrawal
of any Class of Rated Certificates then rated by such Rating Agency. Accordingly, such confirmation is hereby requested as soon
as possible.


 


Please
acknowledge receipt of this notice by signing the enclosed copy of this notice where indicated below and returning it to the Trustee,
in the enclosed stamped self-addressed envelope.




	 	 	 
	 	Very truly yours,
	 	 
	 	[_____________]
	 	 
	 	
	 	Name:

    Title:



 


Receipt acknowledged:


 


FITCH RATINGS, INC.





	 	 	 
	By:	 	 
	 	Name:

    Title:

    Date:	 
	 	 	 
	MOODY’S INVESTORS SERVICE, INC.	 
	 	 	 
	By:	 	 
	 	Name:

    Title:

    Date:	 
	 	 	 
	Morningstar Credit Ratings, LLC	 
	 	 	 
	By:	 	 
	 	Name:

    Title:

    Date:	 












  






    	I-1-2



    	 



    

 


EXHIBIT I-2


 


FORM OF ACKNOWLEDGMENT
OF PROPOSED SPECIAL SERVICER


 


[Date]


 


[CERTIFICATE ADMINISTRATOR]

[TAX ADMINISTRATOR]

[TRUSTEE]

[GENERAL MASTER SERVICER]

[NCB MASTER SERVICER]

[DEPOSITOR]

[GENERAL SPECIAL SERVICER]

[NCB SPECIAL SERVICER]

[TRUST ADVISOR]


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22


 


Ladies and Gentlemen:


 


Pursuant
to Section 6.05 of the Pooling and Servicing Agreement, dated as of September 1, 2015 relating to Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Agreement”), the undersigned
hereby agrees with all the other parties to the Agreement that the undersigned shall serve as the [General] [NCB] Special Servicer
under the Agreement. The undersigned hereby acknowledges and agrees that, as of the date hereof, it is and shall be a party to
the Agreement and bound thereby to the full extent indicated therein in the capacity of the [General] [NCB] Special Servicer.
The undersigned hereby makes, as of the date hereof, the representations and warranties set forth in Section 2.06 of the Agreement,
with the following corrections with respect to type of entity and jurisdiction of organization: ____________________. The undersigned
represents and warrants that it is a Qualified Replacement Special Servicer pursuant to the Pooling and Servicing Agreement. Capitalized
terms used but not otherwise defined herein shall have respective meanings assigned to them in the Agreement.

	 	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name:

    Title:



  



    	I-2-1



    	 



    




 


EXHIBIT J


 


FORM OF UCC-1
FINANCING STATEMENT


 


Seller/Debtor:


 


Wells Fargo Commercial Mortgage
Securities, Inc. 


c/o Wells Fargo Securities, LLC 


375 Park Avenue, 2nd Floor, J0127-023 


New York, New York 10152 


Attention: A.J. Sfarra


 


Buyer/Secured Party:


 


Wilmington Trust, National Association

as Trustee for the registered holders of

Wells Fargo Commercial Mortgage Trust 2015-LC22,

Commercial Mortgage Pass-Through Certificates, Series 2015-LC22

1100 North Market Street 


Wilmington, Delaware 19890

Attention: WFCM 2015-LC22


 


Text:


 


See Schedule 1 attached hereto
and made a part hereof.


 


A sale by the Seller/Debtor of,
or a grant by the Seller/Debtor of a security interest in, any collateral described in this financing statement will violate the
rights of the Buyer/Secured Party.


 






    	J-1



    	 



    

 


SCHEDULE
1 to EXHIBIT J


 


Seller/Debtor:


 


Wells Fargo Commercial Mortgage
Securities, Inc. 


375 Park Avenue, 2nd Floor, J0127-023 


New York, New York 10152 


Attention: A.J. Sfarra


 


Buyer/Secured Party:


 


Wilmington Trust, National Association

as Trustee for the registered holders of

Wells Fargo Commercial Mortgage Trust 2015-LC22,

Commercial Mortgage Pass-Through Certificates, Series 2015-LC22

1100 North Market Street 


Wilmington, Delaware 19890

Attention: WFCM 2015-LC22


 


Description of the Property
Covered:


 


This Schedule
1 is attached to and incorporated in a financing statement pertaining to Wells Fargo Commercial Mortgage Securities, Inc., as
depositor (referred to as the “Seller/Debtor” for the purpose of this financing statement only), and Wilmington Trust,
National Association as trustee for the holders of the Series 2015-LC22 Certificates (referred to as the “Buyer/Secured
Party” for purposes of this financing statement only), under that certain Pooling and Servicing Agreement, dated as of September
1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Pooling and Servicing Agreement”),
among the Seller/Debtor as depositor, the Buyer/Secured Party as trustee, Wells Fargo Bank, National Association as general master
servicer (in such capacity, the “General Master Servicer”), as certificate administrator (in such capacity,
the “Certificate Administrator”), as tax administrator and as custodian, Rialto Capital Advisors, LLC, as general
special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer
(in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB
Special Servicer”) and Park Bridge Lender Services LLC, as trust advisor, relating to the issuance of the Wells Fargo
Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (collectively, the “Series
2015-LC22 Certificates”). Capitalized terms used herein and not defined shall have the respective meanings given to
them in the Pooling and Servicing Agreement. The attached financing statement covers all of the Seller/Debtor’s right, title
and interest in and to the following, whether now owned or existing or hereafter acquired or arising (the “Collateral”):


 


(1)        the
Mortgage Loans,


 


(2)        all
principal and interest received on or with respect to such Mortgage Loans after the Cut-off Date (other than scheduled payments
of interest and principal due and payable on such Mortgage Loans on or prior to their respective Cut-off Dates or, in the case
of a Replacement Mortgage Loan, on or prior to the related date of substitution),


 






    	J-2



    	 



    

 


(3)        all
amounts held from time to time in the Collection Account, the Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Account and, if established, the REO Accounts, and all investment earnings on such amounts,


 


(4)        the
rights of the Seller/Debtor under Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5 (other than Section 5(f), (g),
(h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 (and, in the case of the
Mortgage Loan Purchase Agreement between Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder
Capital Finance Holdings LLLP, Series TRS of Ladder Capital Finance Holdings LLLP and the Depositor, 19) of each Mortgage Loan
Purchase Agreement,


 


(5)        all
other assets included or to be included in the Trust Fund, and


 


(6)        all
income, payments, products and proceeds of any of the foregoing, together with any additions thereto or substitutions therefor.


 


Definitions:


 


“Code”:
The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any
action or proposed action or transaction, be applied to the Trust or the Series 2015-LC22 Certificates.


 


“Collection
Account”: The segregated account or accounts created and maintained by each Master Servicer, pursuant to Section
3.04(a) of the Pooling and Servicing Agreement, in trust for the Certificateholders.


 


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


 


“Defective
Mortgage Loan”: Any Mortgage Loan as to which there exists a material breach or a material document defect that has
not been cured in all material respects.


 


“Distribution
Account”: The segregated account or accounts created and maintained by the Certificate Administrator on behalf of the
Buyer/Secured Party, pursuant to Section 3.04(b) of the Pooling and Servicing Agreement, for the benefit of the Certificateholders.


 


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


 






    	J-3



    	 



    

 


Mortgage Trust
2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Excess Liquidation Proceeds Account”.


 


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


 


“Grantor
Trust Pool”: The Grantor Trust created pursuant to the Pooling and Servicing Agreement containing the Class A-S Specific
Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class PEX Specific
Grantor Trust Assets and the Class V Specific Grantor Trust Assets.


 


“Interest
Reserve Account”: The segregated account (or sub-account of the Distribution Account) created and maintained by the
Certificate Administrator on behalf of the Trustee, pursuant to Section 3.04(c) of the Pooling and Servicing Agreement,
for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or the name
of any successor Certificate Administrator], as Certificate Administrator, on behalf of Wilmington Trust, National Association
[or the name of any successor Trustee], as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Interest Reserve Account”.


 


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


 


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


 


“Mortgage
File”: The original Mortgage Note, the original or a copy of the Mortgage and each other legal, credit and servicing
document related to such Mortgage Loan or serviced pari passu companion loan as specified in the definition of “Mortgage
File” in the Pooling and Servicing Agreement.


 


“Mortgage
Loan”: Each of the Original Mortgage Loans and Replacement Mortgage Loans that are from time to time held in the Trust
Fund. As used herein, the term “Mortgage Loan” includes the interest of the Trust Fund in the related Mortgage Loan
Documents and each non-trust-serviced pooled Mortgage Loan, but does not include any pari passu companion loan.


 


“Mortgage
Loan Documents”: With respect to any Mortgage Loan or serviced pari passu companion loan, the documents included or
required to be included, as the context may require, in the related Mortgage File and Servicing File.


 


“Mortgage
Loan Purchase Agreement”: Any of (i) the Mortgage Loan Purchase Agreement dated as of September [_], 2015, between Wells
Fargo Bank, National Association, as seller, and the Seller/Debtor, as purchaser; (ii) the Mortgage Loan Purchase Agreement dated
as of September [_], 2015, between Rialto Mortgage Finance, LLC, as seller, and the


 






    	J-4



    	 



    

 


Seller/Debtor, as purchaser; (iii) the Mortgage
Loan Purchase Agreement dated as of September [_], 2015, among Ladder Capital Finance LLC, as seller, Ladder Capital Finance Holdings
LLLP, Series REIT of Ladder Capital Finance Holdings LLLP, Series TRS of Ladder Capital Finance Holdings LLLP and the Seller/Debtor,
as purchaser; and (iv) the Mortgage Loan Purchase Agreement dated as of September [_], between National Cooperative Bank, N.A.,
as seller, and the Seller/Debtor, as purchaser.


 


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


 


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


 


“Original
Mortgage Loans”: The mortgage loans initially identified on Schedule I to the Pooling and Servicing Agreement, including
each non-trust-serviced pooled Mortgage Loan. No pari passu companion loan is an “Original Mortgage Loan”.


 


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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the General Special Servicer or the NCB
Special Servicer, as applicable, pursuant to and for the benefit of the Persons specified in Section 3.16(b) of the Pooling and
Servicing Agreement.


 


“REO
Property”: A Mortgaged Property acquired on behalf and in the name of the Trustee for the benefit of the Certificateholders
(and, in the case of each such Mortgaged Property relating to a serviced loan combination, also on behalf of the related serviced
pari passu companion loan holder(s)) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance
with applicable law in connection with the default or imminent default of a Mortgage Loan or serviced pari passu companion loan;
provided that a Mortgaged Property that secures a non-trust-serviced pooled Mortgage Loan shall constitute an REO Property
if and when it is acquired under the related non-trust pooling and servicing agreement for the benefit of the Trustee as the holder
of such non-trust-serviced pooled Mortgage Loan and of the holder of the related non-serviced pari passu companion loan(s) through
foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with a default
or imminent default of such non-trust-serviced pooled Mortgage Loan.


 


“Replacement
Mortgage Loan”: Any qualifying substitute Mortgage Loan that is substituted by a Responsible Repurchase Party for a
Defective Mortgage Loan as contemplated by Section 2.03 of the Pooling and Servicing Agreement.


 






    	J-5



    	 



    

 


“Responsible
Repurchase Party”: (i) With respect to each Mortgage Loan transferred to the Seller/Debtor by Wells Fargo Bank, National
Association, Wells Fargo Bank, National Association; (ii) with respect to each Mortgage Loan transferred to the Seller/Debtor
by Rialto Mortgage Finance, LLC, Rialto Mortgage Finance, LLC; (iii) with respect to each Mortgage Loan transferred to the Seller/Debtor
by Ladder Capital Finance LLC, Ladder Capital Finance LLC; provided that the payment obligations of LCF as Responsible Repurchase
Party shall be guaranteed by LC Holdings, LC REIT and LC TRS, as and to the extent provided in the related Mortgage Loan Purchase
Agreement; and (iv) with respect to each Mortgage Loan transferred to the Seller/Debtor by National Cooperative Bank, N.A., National
Cooperative Bank, N.A.


 


“Servicing
File”: Any documents (other than documents required to be part of the related Mortgage File, but including copies of
documents required to be part of the related Mortgage File and originals or copies of all management agreements which are not
covered by the definition of “Mortgage File” and originals of any letters of credit) that are in the possession or
under the control of, or that are required (pursuant to the applicable Mortgage Loan Purchase Agreement, the Pooling and Servicing
Agreement or otherwise) to be delivered and actually have been delivered to, as the context may require, the applicable Master
Servicer or the applicable Special Servicer and relating to the origination and servicing of any Mortgage Loan or serviced loan
combination or the administration of any REO Property and reasonably necessary for the ongoing administration and/or servicing
of the applicable Mortgage Loan or serviced loan combination, including any documents delivered by a Mortgage Loan seller.


 


“Trust”:
The trust created by the Pooling and Servicing Agreement.


 


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


 


THE SELLER/DEBTOR
AND THE BUYER/SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF
THE INTEREST IN THE COLLATERAL, AND THIS FILING SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES
HEREIN TO MORTGAGE NOTES SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING
OF THE UNIFORM COMMERCIAL CODE OR THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE BUYER/SECURED
PARTY IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS
AND OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN
INSTRUMENT, A CERTIFICATED SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT
IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO
PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE BUYER/SECURED PARTY IN THE CONTRACTUAL RIGHT TO


 






    	J-6



    	 



    

 


PAYMENT, INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING
FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION (INCLUDING, WITHOUT LIMITATION, ANY PERMITTED INVESTMENT).


 


A SALE
BY THE SELLER/DEBTOR OF, OR A GRANT BY THE SELLER/DEBTOR OF A SECURITY INTEREST IN, ANY COLLATERAL DESCRIBED IN THIS FINANCING
STATEMENT WILL VIOLATE THE RIGHTS OF THE BUYER/SECURED PARTY.


 






    	J-7



    	 



    

 


EXHIBIT K-1A


 


FORM OF INVESTOR
CERTIFICATION FOR NON-BORROWER PARTIES

(for Persons other than the Subordinate Class Representative

and/or a Subordinate Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045


 


	Attention:	Corporate Trust Services
– Wells Fargo Commercial Mortgage Trust 2015-LC22



 


		Re:	Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Class [__] Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Agreement”), among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association,
as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee, with
respect to the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above and
is neither a Subordinate Class Certificateholder nor the Subordinate Class Representative.


 


2.          The
undersigned is not (a) a Borrower, (b) a manager of a Mortgaged Property, or a principal, partner, member, joint venturer, limited
partner, employee, representative, director, trustee, advisor or investor in, or an Affiliate of any Borrower, (c) a lender in
respect of any mezzanine indebtedness secured by the equity interests in any Borrower, which lender has accelerated such mezzanine
indebtedness or commenced foreclosure proceedings in respect of such mezzanine indebtedness, (d) a Borrower Party Affiliate, (e)
an Affiliate of any of the foregoing or (f) an agent of any Borrower.


 


3.          The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s website and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related


 


    	K-1A-1



    	 



    

 


Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
each of the parties to the Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


5.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


6.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.



	 	 	 	 	 	 	 	 
	 	 
	 	[Certificateholder] [Beneficial Owner]
	 	[Prospective Purchaser]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 




 



    	K-1A-2



    	 



    

 


EXHIBIT K-1B


 


FORM OF INVESTOR
CERTIFICATION FOR NON-BORROWER PARTIES

(for the Subordinate Class Representative and/or a Subordinate Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045




Attention: Corporate Trust Services
– Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Rialto Capital Advisors, LLC




790 NW 107th Avenue, 4th Floor



Miami, Florida 33172




Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer (WFCM 2015-LC22)


 





Wells Fargo Bank, National Association



Commercial Mortgage Servicing



MAC D1086 120, 550 South Tryon
Street, 14th Floor



Charlotte, North Carolina 28202


Attention: WFCM 2015-LC22 Asset
Manager


 


National Cooperative Bank, N.A.


2011 Crystal Drive, Suite 800


Arlington, Virginia 22202


Attention: Kathleen Luzik




 


	 	Re:	Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Agreement”), among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association,
as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee, with
respect to the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Subordinate Class Representative][a Subordinate Class Certificateholder] and is not an Excluded Controlling
Class Holder.


 


2.          The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s website and/or is requesting


 


    	K-1B-1



    	 



    

 


the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


3.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
each of the parties to the Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


4.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


5.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


6.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.





	 	 
	 	[Subordinate Class Representative]
	 	[Subordinate Class Certificateholder]




 


    	K-1B-2



    	 



    

	 	 	 	 	 	 	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 


 


    	K-1B-3



    	 



    

 

EXHIBIT K-2A


 


FORM OF INVESTOR
CERTIFICATION FOR BORROWER PARTIES

(for Persons other than the Subordinate Class Representative

and/or a Subordinate Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045


 


Attention:             Corporate Trust Services
– Wells Fargo Commercial Mortgage Trust 2015-LC22


 


		Re:	Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22, Class [__] Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Agreement”), among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association,
as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee, with
respect to the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class of Certificates referenced above and
is neither a Subordinate Class Certificateholder nor the Subordinate Class Representative.


 


2.        
The undersigned is (a) a Borrower, (b) a manager of a Mortgaged Property, or a principal, partner, member, joint venturer, limited
partner, employee, representative, director, trustee, advisor or investor in, or an Affiliate of any Borrower, (c) a lender in
respect of any mezzanine indebtedness secured by the equity interests in any Borrower, which lender has accelerated such mezzanine
indebtedness or commenced foreclosure proceedings in respect of such mezzanine indebtedness, (d) a Borrower Party Affiliate, (e)
an Affiliate of any of the foregoing or (f) an agent of any Borrower.


 


3.          The
undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”),
and agrees (i) to keep the Information confidential (except from such outside persons as are assisting it in making an evaluation
in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and (ii) to use such Information for the sole purpose
of evaluating the purchase of the related Certificates, and such Information will not, without the prior written consent of the
Certificate Administrator, be otherwise disclosed by the undersigned or by its


 


    	K-2A-1



    	 



    

 


officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.


 


The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
each party to the Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach
by the undersigned or any of its Representatives.


 


5.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


6.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.


	 	 	 	 	 	 	 	 
	 	[Certificateholder] [Beneficial Owner]
	 	[Prospective Purchaser]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 



 


    	K-2A-2



    	 



    

 

EXHIBIT K-2B


 


FORM OF INVESTOR
CERTIFICATION FOR BORROWER PARTIES


(for
the Subordinate Class Representative and/or a Subordinate Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045


Attention:       Corporate Trust Services
– Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer (WFCM 2015-LC22)


 




Wells Fargo Bank, National Association



Commercial Mortgage Servicing



MAC D1086 120, 550 South Tryon
Street, 14th Floor


Charlotte, North Carolina 28202



Attention: WFCM 2015-LC22 Asset
Manager


 


National Cooperative Bank, N.A.


2011 Crystal Drive, Suite 800


Arlington, Virginia 22202



Attention: Kathleen Luzik


 



		Re:	Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22



 


In
accordance with the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Agreement”), among
Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association,
as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee, with
respect to the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Subordinate Class Representative][a Subordinate Class Certificateholder] and is an [Excluded Holder][Excluded
Controlling Class Holder] and the applicable [Excluded Loans][Excluded Controlling Class Loans] are listed on Schedule 1 hereto.
The undersigned is not an Excluded Holder or an Excluded Controlling Class Holder with respect to any other Mortgage Loan.


 


    	K-2B-1



    	 



    

 


2.          Except
for the Excluded Information in respect of an Excluded Controlling Class Loan, the undersigned is requesting access pursuant to
the Agreement to certain information (the “Information”) on the Certificate Administrator’s website and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          To
the extent the undersigned receives access pursuant to the Agreement to any confidential or privileged information related to
any Excluded Controlling Class Loan (the “Excluded Loan Information”) on the Certificate Administrator’s
website or otherwise receives access to such Excluded Loan Information in connection with its duties, or exercise of its rights,
under the Agreement, the undersigned (i) shall not directly or indirectly provide any information related to the Excluded Controlling
Class Loan to the related Borrower or (A) any employees or personnel of the undersigned or any Affiliate involved in the management
of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower, and (ii) shall maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


5.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
each party to the Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach
by the undersigned or any of its Representatives.


 


6.          The
undersigned agrees that each time it accesses the Information or Excluded Loan Information on the Certificate Administrator’s
Website, it is deemed to have recertified that the representations herein contained remain true and correct.


 


7.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


    	K-2B-2



    	 



    

 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.


	 	 	 	 	 	 	 	 
	 	[Subordinate Class Representative]
	 	[Subordinate Class Certificateholder]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 



 




    	K-2B-3



    	 



    

 

SCHEDULE
1 to EXHIBIT K-2B


 


[EXCLUDED
LOANS][EXCLUDED CONTROLLING CLASS LOANS]


 



	Loan
    Number	Loan/Property
    Name
	 	 
	 	 
	 	 


 



    	K-2B-4



    	 



    

 

EXHIBIT K-3A


 


FORM OF NOTICE
OF [EXCLUDED HOLDER][EXCLUDED CONTROLLING CLASS HOLDER]


 


[Date]


 


	Wells Fargo
    Bank, National Association

     Commercial Mortgage Servicing

    MAC D1086

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention: WFCM 2015-LC22 Asset Manager	Park Bridge Lender Services LLC

    560 Lexington Avenue, 17th Floor

    New York, New York 10022

    Attention: David Rodgers
	 	 
	

        

        Rialto Capital Advisors,
        LLC

        

        790 NW 107th Avenue,
        4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller,
        Jeff Krasnoff, Niral 

Shah, Adam Singer (WFCM 2015-LC22)

        
	Wells Fargo Bank, National
    Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – WFCM 2015-LC22
	 	 
	National Cooperative
    Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention: Kathleen Luzik	Wilmington Trust, National
    Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: WFCM 2015-LC22


 


		Re:	Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22



 


In
accordance with Section 8.12(f) of the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Pooling and
Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage
Pass-Through Certificates, Series 2015-LC22 (the “Certificates”), the undersigned (the [“Excluded
Holder”][“Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The
undersigned is the [Majority Subordinate Certificateholder] [Subordinate Class Representative] [Subordinate Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become an [Excluded Holder][Excluded Controlling Class Holder] with respect to the following Loans:


 


    	K-3A-1



    	 



    


	 	 	 	 	 	 	 
	Loan Number	 	ODCR	 	Loan Name	 	Borrower Name
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






 


3.          The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit K-3B to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it may not
and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling Class Loan] unless and
until it has delivered notice of the termination of the related [Excluded Holder][Excluded Controlling Class Holder] status in
accordance with Section 8.12(f) of the Pooling and Servicing Agreement.


 


4.          The
undersigned agrees to indemnify and hold harmless the Trustee, the Certificate Administrator, the General Master Servicer, the
General Special Servicer (as applicable), the NCB Master Servicer, the NCB Special Servicer (as applicable), the Trust Advisor,
the Depositor, and the Trust from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information with respect to any of the [Excluded Loans][Excluded Controlling Class
Loans] listed in Paragraph 2 above, provided that such access is not a result of such indemnified party’s negligence, bad
faith or willful misconduct.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


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.


	 	 	 	 
	 	[Majority Subordinate Certificateholder]
	 	[Subordinate Class Representative]
	 	[Subordinate Class Certificateholder]
	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:




 



    	K-3A-2



    	 



    


 


EXHIBIT K-3B


 


FORM OF NOTICE
OF [EXCLUDED HOLDER][EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – WFCM 2015-LC22

        trustadministrationgroup@wellsfargo.com

         

        with a copy to:

         

	Wells
    Fargo Bank, National Association

    8480 Stagecoach Circle

    Frederick, MD 21701-4747

    Attention: WFCM 2015-LC22


 


		Re:	Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22



 


In
accordance with Section 8.12(f) of the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Pooling and
Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee, with respect to the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage
Pass-Through Certificates, Series 2015-LC22 (the “Certificates”), the undersigned (the [“Excluded
Holder”][“Excluded Controlling Class Holder”]) hereby directs you as follows:


 


1.          The
undersigned is the [Majority Subordinate Certificateholder] [Subordinate Class Representative] [Subordinate Class Certificateholder]
as of the date hereof, and has become an [Excluded Holder][Excluded Controlling Class Holder] with respect to certain Mortgage
Loans.


 


2.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the WFCM 2015-LC22 transaction should be revoked as to such users:


 




    	K-3B-1



    	 



    



	 
	 
	 
	 
	 
	 
	 



 


3.          The
undersigned acknowledges that it may not and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded
Controlling Class Loan] unless and until it is no longer an [Excluded Holder][Excluded Controlling Class Holder] with respect
to such [Excluded Loan][Excluded Controlling Class Loan] and has submitted an investor certification in the form of Exhibit K-1B
thereof.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


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.


	 	 
	 	[Majority Subordinate Certificateholder]
	 	[Subordinate Class Representative]
	 	[Subordinate Class Certificateholder]
	 	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:
	 	Address:







 


The undersigned hereby acknowledges
that

access to CTSLink has been revoked for

the users listed in Paragraph 2.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator







	 	 
	Name:	 
	Title:	 







 




    	K-3B-2



    	 



    

 


EXHIBIT K-4


 


FORM OF INVESTOR
CONFIDENTIALITY AGREEMENT


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045


 


	Attention:	Corporate Trust Services
– Wells Fargo Commercial Mortgage Trust 2015-LC22



 


	 	Re:	Information Regarding Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22



 


Ladies and Gentlemen:


 


In
connection with the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
(the “Certificates”), we acknowledge that we will be furnished by Wells Fargo Bank, National Association, as
General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special
Servicer and/or National Cooperative Bank, N.A., as NCB Special Servicer (and may have been previously furnished) with certain
information (the “Information”). For the purposes of this letter agreement (this “Agreement”),
“Representative” of a Person refers to such Person’s directors, officers, employees, and agents; and “Person”
refers to any individual, group or entity.


 


In
connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting
and will use the Information solely for purposes of making investment decisions and/or exercising the rights of the Subordinate
Class Representative with respect to the above-referenced Certificates and the related Mortgage Loans and will not disclose such
Information to any other Person or entity unless required to do so by law; provided such Information may be disclosed to (i) the
Representatives of the undersigned, (ii) the auditors and regulators of the undersigned (iii) to any Person or entity that is
contemplating the purchase of any Certificate held by the undersigned or of an interest therein (or such outside persons as are
assisting it in making an evaluation in connection with purchasing the related Certificates (but only if such person or entity
confirms in writing such contemplation of a prospective ownership interest and agrees in writing to keep such Information confidential)),
(iv) the accountants and attorneys of the undersigned and (v) such governmental or banking authorities or agencies to which the
undersigned is subject.


 


The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Subordinate Class Representative, the Trust Advisor, the Certificate Administrator, the Tax Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the Primary Servicer, the General Special Servicer, the NCB
Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the
undersigned or any of its Representatives.


 


    	K-4-1



    	 



    

 


This
Agreement shall not apply to any of the Information which: (i) is or becomes generally available and known to the public other
than as a result of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to
us on a non-confidential basis from a source other than you or one of your Representatives, which source is not bound by a contractual
or other obligation of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its
disclosure to us by you.


 


Capitalized
terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated
as of September 1, 2015, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee.


 


This
Agreement, when signed by us, will constitute our agreement with respect to the subject matter contained herein.


 



	 	Very truly yours,
	 	 
	 	[NAME OF ENTITY]






	 	 	 	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	Company: 	 	 
	 	Phone: 	 	 	 



 





	cc:	Wells Fargo Bank, National Association
	 	Wilmington Trust, National Association




 



    	K-4-2



    	 



    


 


EXHIBIT K-5


 


FORM OF NOTICE
OF MEZZANINE COLLATERAL FORECLOSURE


 


Wells Fargo Bank, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Corporate Trust Services
– Wells Fargo Commercial Mortgage Trust 2015-LC22

Email:   trustadministrationgroup@wellsfargo.com


 


In
accordance with Section [_______] of the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Agreement”),
among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank,
National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee, with respect to the above-referenced certificates, the undersigned hereby notifies you that the following [Mezzanine
Lenders] have accelerated the [Mezzanine Loan] and/or have commenced foreclosure proceedings against the related mezzanine collateral:


 


[__________________]


 


As
set forth in the Agreement, you are required to cause such [Mezzanine Lender] to re-submit any Investor Certification previously
delivered by such [Mezzanine Lender], prior to allowing it access to the information on the Certificate Administrator’s
Website, to the extent such information is accessible only to Privileged Persons.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

	 	 	 	 	 	 	 	 
	 	[GENERAL][NCB] SPECIAL SERVICER
	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 



 



    	K-5-1



    	 



    


 


EXHIBIT L


 


FORM OF POWER
OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICERS AND SPECIAL SERVICERS


 


RECORDING REQUESTED BY:




{insert address}







 





SPACE ABOVE
THIS LINE FOR RECORDER’S USE





 


LIMITED
POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS,
that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws of the United
States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of September 1, 2015 (the “Agreement”) by and among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as General Master Servicer
[(the “Servicer”)], National Cooperative Bank, N.A., as NCB Master Servicer [(the “Servicer”)],
Rialto Capital Advisors, LLC, as General Special Servicer [(the “Servicer”)], National Cooperative Bank, N.A.,
as NCB Special Servicer [(the “Servicer”)], Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo
Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National
Association, as Trustee, relating to the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates,
Series 2015-LC22, and the Trustee hereby constitutes and appoints the Servicer, by and through the Servicer’s officers,
the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Servicer and all properties
(“REO Properties”) administered by the Servicer pursuant to the Agreement, to execute and acknowledge in writing
or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items (1) through (12) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents
described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under
the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement. 


 


	1.	The endorsement on behalf
of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute,
release or amend letters of credit standing as collateral securing any Mortgage Loan.







     

	2.	The modification or re-recording
of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose of correcting such Mortgage
or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such
title insurance was issued; provided that said modification or re-recording, in either instance, (i) does not adversely affect
the lien of the Mortgage or deed of trust as insured and (ii) 


 


    	L-1



    	 



    
 

	 	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 any real estate owned property.



 



	5.	The completion of loan assumption
agreements.





 


	6.	The full satisfaction/release
of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation,
cancellation of the related Mortgage Note.



 





	7.	The assignment of any Mortgage
or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.



 




	8.	The full assignment of a
Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof,
including, without limitation, the assignment of the related Mortgage Note.



 



	9.	The full enforcement of and
preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof,
by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial
or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution
and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such
eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including,
without limitation, any and all of the following acts:
	 	 




	 	a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;
	 	 	 
	 	b.	the preparation and issuance of statements of breach or non-performance;
	 	 	 
	 	c.	the preparation and filing of notices of default and/or notices of sale;
	 	 	 
	 	d.	the cancellation/rescission of notices of default and/or notices of sale;
	 	 	 
	 	e.	the taking of deed in lieu of foreclosure;
	 	 	 
	 	f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;




 



    	L-2



    	 



    

 


	 	g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;
	 	 	 
	 	h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and
	 	 	 
	 	i.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 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:



 





	 	a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;
	 	 	 
	 	b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and
	 	 	 
	 	c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties



 


    	L-3



    	 



    

 


	 	 	(including agreements
and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties
or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating
to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.


 

The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or
could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.



 


This appointment is to be construed
and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended
to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the
Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate
the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes
of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as
are necessary for such purpose. The Servicer’s attorneys-in-fact shall have no greater authority than that held by the Servicer.


 


Nothing contained herein shall:
(i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and
protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Servicer the power to initiate or defend
any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein.
If the Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then
the Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney
is not intended to extend the powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with
respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.



 


The Servicer hereby agrees to
indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Servicer.
The foregoing indemnity shall


 


    	L-4



    	 



    

 


survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney
is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such
state.




 


Third parties without actual
notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited
Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been
made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2015-LC22 has caused its corporate seal to be
hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory
this ___________ day of ____________.



	 	 	 
	 	Wilmington Trust, National Association, as Trustee for Wells Fargo Commercial Mortgage Trust 2015-LC22
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




    	L-5



    	 



    

 


 


State of                                }


County of                           
}


 


On
________________________, before me, _________________________________Notary Public, personally appeared
___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY
under the laws of the State of _________ that the foregoing paragraph is true and correct.


Witness my hand and official
seal. 






	 	 
	Notary signature	 




 


    	L-6



    	 



    


 


EXHIBIT M


 


FORM OF FINAL
CERTIFICATION OF CUSTODIAN


 


[Date]


 


[PARTIES TO POOLING AND SERVICING
AGREEMENT]

[MORTGAGE LOAN SELLERS]

[SERVICED PARI PASSU COMPANION LOAN HOLDERS]

[MAJORITY SUBORDINATE CERTIFICATEHOLDERS]

[SUBORDINATE CLASS REPRESENTATIVE]


 


		Re:	Wells Fargo Commercial Mortgage
Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22



 


Ladies and Gentlemen:


 


In
accordance with Section 2.02(b) of that certain Pooling and Servicing Agreement dated as of September 1, 2015 (the “Pooling
and Servicing Agreement”) pursuant to which the certificates of the above-referenced series were issued, the undersigned
hereby certifies that, with respect to each Original Mortgage Loan subject to the Pooling and Servicing Agreement, and subject
to the exceptions noted in Schedule I attached hereto, that: (a) the original Mortgage Note specified in clause (i) of
the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with
a lost note affidavit and indemnity certifying that the original of such Mortgage Note has been lost), the original or copy of
documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without
regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title
commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related
Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property
type is a hospitality property) of the definition of “Mortgage File” have been received by it; (b) if such report
is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed
(based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing
therefor); (c) all documents received by the Custodian with respect to such Mortgage Loan have been reviewed by the Custodian
and (1) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed
by the Borrower), (2) appear to have been executed and (3) purport to relate to such Mortgage Loan; and (d) based on the examinations
referred to in Sections 2.02(a) and 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iii)(A) and
clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related
Mortgage File.


 


    	M-1



    	 



    

 


Capitalized
terms used but not defined herein shall have the meanings given them in the Pooling and Servicing Agreement. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    	M-2



    	 



    

 


Schedule
I to Exhibit M


 


SCHEDULE
OF EXCEPTIONS TO MORTGAGE FILE DELIVERY


 


(under Section
2.02(b) of the Pooling and Servicing Agreement)


 



    	M-3



    	 



    


 


EXHIBIT
N


 


FORM
OF DEFEASANCE CERTIFICATION


 


For
any loan that is not among ten (10) largest loans in pool, with outstanding balance of (a) $35,000,000 or less, or (b) less than
2% of outstanding pool balance, whichever is less


 


To:


 


Fitch
Ratings, Inc.

One State Street Plaza, 31st Floor

New York, New York 10004


 


Attn:
______________


 


Moody’s
Investors Service, Inc.

7 World Trade Center, 25th Floor

New York, New York 10007


 


Attn:
______________


 


Morningstar
Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044


 


Attn:
______________


 


		From:	[Wells
Fargo Bank, National Association] [National Cooperative Bank, N.A.], in its capacity as [General] [NCB] Master Servicer (the “[General]
[NCB] Master Servicer”) under the Pooling and Servicing Agreement dated as of September 1, 2015 (the “Pooling
and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust
Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington
Trust, National Association, as Trustee.



 


		Date:	_________,
20___



 


		Re:	Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 Mortgage loan (the
“Mortgage Loan”) identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and
Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
names:     









 






    	N-1



    	 



    

 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
[General] [NCB] Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


1.   
       Notify you that the Borrower has consummated a defeasance of the Mortgage Loan
pursuant to the terms of the Mortgage Loan, of the type checked below:


 


		____	a
full defeasance of the payments scheduled to be due in respect of the entire Stated Principal Balance of the Mortgage Loan; or



 


		____	a
partial defeasance of the payments scheduled to be due in respect of a portion of the Stated Principal Balance of the Mortgage
Loan that represents ___% of the entire Stated Principal Balance of the Mortgage Loan and, under the Mortgage, has an allocated
loan amount of $____________ or _______% of the entire Stated Principal Balance;



 


2.  
        Certify that each of the following is true, subject to those exceptions set
forth with explanatory notes on Schedule A hereto, which exceptions the [General] [NCB] Master Servicer has
determined, consistent with the Servicing Standard, will have no material adverse effect on the Mortgage Loan or the
defeasance transaction:


 


		a.	The
Mortgage Loan Documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.



 


		b.	The
defeasance was consummated on __________, 20__.



 


		c.	The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. § 80a-1 et seq.), (ii) are listed as “Qualified
Investments for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in [Standard
& Poor’s Public Finance Criteria 2000], as amended to the date of the defeasance, (iii) are rated ‘AAA’
by Standard & Poor’s, (iv) if they include a principal obligation, the principal due at maturity cannot vary or change,
and (v) are not subject to prepayment, call or early redemption. Such securities have the characteristics set forth below:



 


		CUSIP   RATE     MAT     PAY  DATES     ISSUED



 


		d.	The
[General] [NCB] Master Servicer received an opinion of counsel (from counsel approved by the [General] [NCB] Master



 






    	N-2



    	 



    

 


		Servicer	in
accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.



 


		e.	The
[General] [NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) as to which one of the statements checked below is true:



 


		____	the
related Borrower was a Single-Purpose Entity (as defined in [Standard & Poor’s Structured Finance Ratings Real Estate
Finance Criteria], as amended to the date of the defeasance (the “S&P Criteria”)) as of the date of the
defeasance, and after the defeasance owns no assets other than the defeasance collateral and real property securing Mortgage Loans
included in the pool;



 


		____	the
related Borrower designated a Single-Purpose Entity (as defined in the S&P Criteria) to own the defeasance collateral; or



 


		____	the
[General] [NCB] Master Servicer designated a Single-Purpose Entity (as defined in the S&P Criteria) established for the benefit
of the Trust to own the defeasance collateral.



 


		f.	The
[General] [NCB] Master Servicer received a broker or similar confirmation of the credit, or the accountant’s letter described
below contained statements that it reviewed a broker or similar confirmation of the credit, of the defeasance collateral to an
Eligible Account (as defined in the S&P Criteria) in the name of the Defeasance Obligor, which account is maintained as a
securities account by the securities intermediary and has been pledged to the Trustee.



 


		g.	The
Agreement executed in connection with the defeasance shall grant control of the pledged Securities Account to the Trustee and
require the Securities Intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of the defeasance collateral
directly to the [General] [NCB] Master Servicer’s collection account in the amounts and on the dates specified in the Mortgage
Loan Documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for
the real property defeased, increased by any defeasance premium specified in the Mortgage Loan Documents (the “Scheduled
Payments”).



 


		h.	The
[General] [NCB] Master Servicer received from the Borrower written confirmation from a firm of independent certified public accountants,
who were approved by the [General] [NCB] Master



 






    	N-3



    	 



    

 


			 Servicer in accordance with the
                                                                                                                                            Servicing
                                                                                                                                            Standard, stating that (i) revenues from principal and interest payments made on the defeasance collateral (without taking
                                                                                                                                            into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
                                                                                                                                            after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with
                                                                                                                                            a partial defeasance) on its Stated Maturity Date, (ii) the revenues received in any month from the defeasance collateral
                                                                                                                                            will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from
                                                                                                                                            the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance
                                                                                                                                            Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such
                                                                                                                                            year.



 


		i.	The
[General] [NCB] Master Servicer received opinions from counsel, who were approved by the [General] [NCB] Master Servicer in accordance
with the Servicing Standard, that (i) the agreements executed by the Borrower and/or the Defeasance Obligor in connection with
the defeasance are enforceable against them in accordance with their terms except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of creditor’s rights generally, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (ii) the
Trustee will have a perfected, first priority security interest in the defeasance collateral described above.



 


		j.	The
agreements executed in connection with the defeasance (i) permit reinvestment of proceeds of the defeasance collateral only in
Permitted Investments (as defined in the S&P Criteria), (ii) permit release of surplus defeasance collateral and earnings
on reinvestment to the Defeasance Obligor or the Borrower only after the Mortgage Loan has been paid in full, if any such release
is permitted, (iii) prohibit any subordinate liens against the defeasance collateral, and (iv) provide for payment from sources
other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.



 


		k.	The
Mortgage Loan is not among the ten (10) largest loans in the Mortgage Pool. The entire Stated Principal Balance of the Mortgage
Loan as of the date of defeasance was $___________ [$35,000,000 or less or less than two percent of the Mortgage Pool balance,
whichever is less], which is less than 2% of the aggregate



 



    	N-4



    	 



    

 


		 	Certificate
Principal Balance of the Certificates as of the date of the most recent Distribution Date Statement received by us (the “Current
Report”).



 


		l.	The
defeasance described herein, together with all prior and simultaneous defeasances of Mortgage Loans, brings the total of all fully
and partially defeased Mortgage Loans to $__________________, which is _____% of the aggregate Certificate Balance of the Certificates
as of the date of the Current Report.



 


3.          
Certify that, in addition to the foregoing, the [General] [NCB] Master Servicer has imposed such additional conditions to the
defeasance (or waived such conditions), subject to the limitations imposed by the Mortgage Loan Documents, as are consistent
with the Servicing Standard.


 


4.          
Certify that Schedule B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the
defeasance described above and that originals or copies of such agreements, instruments, documents and opinions have been or
will be transmitted to the Custodian for placement in the related Mortgage File or, to the extent not required to be part of
the related Mortgage File, are in the possession of the [General] [NCB] Master Servicer as part of the [General] [NCB] Master
Servicer’s Servicing File.


 


5.          
Certify and confirm that the determinations and certifications described above were rendered in accordance with the Servicing
Standard set forth in, and the other applicable terms and conditions of, the Pooling and Servicing Agreement.


 


6.          
Certify that the individual under whose hand the [General] [NCB] Master Servicer has caused this Notice and Certification to
be executed did constitute a Servicing Officer as of the date of the defeasance described above.


 


7.          
Agree to provide copies of all items listed in Schedule B to you upon request.


 




    	N-5



    	 



    


 





IN
WITNESS WHEREOF, the [General] [NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned
above.


 


	 	 	 	 
	 	 	[______________________],



	 	 	as [General] [NCB] Master Servicer
	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:






 




    	N-6



    	 



    


  


Schedule
A to Exhibit N


 


SCHEDULE
A


 


SCHEDULE
OF EXCEPTIONS TO CERTIFICATION


 




    	N-7



    	 



    


  


Schedule
B to Exhibit N


 


SCHEDULE
B


 


LIST
OF AGREEMENTS, INSTRUMENTS, DOCUMENTS AND OPINIONS


 




    	N-8



    	 



    








 


EXHIBIT
O-1


 


FORM
OF TRUST ADVISOR ANNUAL REPORT1

(SUBORDINATE CONTROL PERIOD)


 


Report
Date: Report will be delivered annually no later than [INSERT DATE].


 


Transaction:
Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22


 


Trust
Advisor: Park Bridge Lender Services LLC


 


[General
Special Servicer: Rialto Capital Advisors, LLC]


 


[NCB
Special Servicer: National Cooperative Bank, N.A.]


 


Subordinate
Class Representative: [_____________________]


 


		I.	Population
of Mortgage Loans that Were Considered in Compiling this Report. [__] Specially Serviced Mortgage Loans were transferred to
special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[__]
of such Specially Serviced Mortgage Loans are still being analyzed by the [General] [NCB] Special Servicer and/or Subordinate
Class Representative as part of the development of an Asset Status Report. This report does not include work activity related
to those open cases.



 


		b.	[__]
of such Specially Serviced Mortgage Loans had executed Final Asset Status Reports. This report is based only on the Specially
Serviced Mortgage Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not
yet be fully implemented.



 


		II.	Executive
Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Trust Advisor has undertaken a limited review of the [General] [NCB] Special Servicer’s operational activities to service
certain Specially Serviced Mortgage Loans in accordance with the Servicing Standard. Based on such review, the Trust Advisor [does,
does not] believe there are material violations of the [General] [NCB] Special Servicer’s compliance with its obligations
under the Pooling and Servicing 


 


 






1
     This report is an indicative report and does not reflect the final form of annual report to be used in any particular
year. The Trust Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 



    	O-1-1



    	 



    






 


Agreement.
In addition, the Trust Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





In
connection with the assessment set forth in this report:


 


		1.	The
Trust Advisor reviewed the Final Asset Status Report that was previously executed by the [General] [NCB] Special Servicer for
the following [__] Specially Serviced Mortgage Loans: [LIST APPLICABLE SPECIALLY SERVICED MORTGAGE LOANS].



 


		2.	The
Trust Advisor’s review of the Final Asset Status Reports should be considered a limited investigation and not be considered
a full or limited audit. For instance, we did not review each page of the [General] [NCB] Special Servicer’s policy and
procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator,
visit the propert(y)/(ies) or interact with the borrower(s).



 


		3.	All
opinions outlined herein are limited to the Specially Serviced Mortgage Loans of this mortgage loan pool with respect to which
Final Asset Status Reports have been delivered. Confidentiality and other provisions prohibit the Trust Advisor from using information
it is privy to from other assignments in facilitating the activities of this assignment.



 


		4.	As
required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited
non-privileged information and documentation provided by the [General] [NCB] Special Servicer prior to the Trust Advisor finalizing
its annual assessment.



 


		III.	Specific
Items of Review



 


		1.	The
Trust Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	The
following is a general discussion of certain concerns raised by the Trust Advisor discussed in this report: [LIST CONCERNS].



 


		3.	In
addition to the other information presented herein, the Trust Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].



 


		4.	As
required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited
non-privileged information and documentation provided by the [General] [NCB] Special Servicer prior to the Trust Advisor finalizing
its annual assessment.



 






    	O-1-2



    	 



    







 


		IV.	Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The
Trust Advisor did not participate in, or have access to, the [General] [NCB] Special Servicer’s and Subordinate Class Representative’s
discussion(s) regarding any Specially Serviced Mortgage Loan. The Trust Advisor did not meet with the [General] [NCB] Special
Servicer or the Subordinate Class Representative. As such, the Trust Advisor generally relied upon its review of the information
described in Item 1 of Section III above and its interaction with the [General] [NCB] Special Servicer in gathering the relevant
information to generate this report.



 


		2.	The
[General] [NCB] Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant
to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility or authority to alter the standards set forth
therein.



 


		3.	Confidentiality
and other contractual limitations limit the Trust Advisor’s ability to outline the details or substance of certain information
it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect
all the relevant information that the Trust Advisor is given access to by the [General] [NCB] Special Servicer.



 


		4.	There
are many tasks that the [General] [NCB] Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage
Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes,
etc. The Trust Advisor does not participate in discussions regarding such actions. As such, the Trust Advisor has not assessed
the [General] [NCB] Special Servicer’s operational compliance with respect to those types of actions.



 


		5.	This
report is furnished to the Certificate Administrator pursuant to the provisions of the Pooling and Servicing Agreement. The delivery
of this report shall not be construed to impose any duty on the Trust Advisor to respond to investor questions or inquiries.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement dated as of September 1, 2015.


 




    	O-1-3



    	 



    


 





EXHIBIT
O-2


 


FORM
OF TRUST ADVISOR ANNUAL REPORT1

(COLLECTIVE CONSULTATION PERIOD AND SENIOR CONSULTATION PERIOD)


 


Report
Date: Report will be delivered annually no later than [INSERT DATE].


 


Transaction:
Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22


 


Trust
Advisor: Park Bridge Lender Services LLC


 


[General
Special Servicer: Rialto Capital Advisors, LLC]


 


[NCB
Special Servicer: National Cooperative Bank, N.A.]


 


Subordinate
Class Representative: [_____________________]


 


		I.	Population
of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	[__]
Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[__]
of such Specially Serviced Mortgage Loans are still being analyzed by the [General] [NCB] Special Servicer as part of the development
of an Asset Status Report.



 


		b.	[__]
of such Specially Serviced Mortgage Loans had executed Final Asset Status Reports. The Final Asset Status Reports may not yet
be fully implemented.



 


		II.	Executive
Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Trust Advisor has undertaken a limited review of the [General] [NCB] Special Servicer’s operational activities to service
certain Specially Serviced Mortgage Loans in accordance with the Servicing Standard. Based on such review, the Trust Advisor [does,
does not] believe there are material violations of the [General] [NCB] Special Servicer’s compliance with its obligations
under the Pooling and Servicing Agreement. In addition, the Trust Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL
MATERIAL INFORMATION].


 




 






1
     This report is an indicative report and does not reflect the final form of annual report to be used in any particular
year. The Trust Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 



    	O-2-1



    	 



    




 


In
connection with the assessment set forth in this report:


 


		1.	The
Trust Advisor reviewed the Asset Status Reports, net present value calculations and Appraisal Reduction Amount calculations and
[LIST OTHER REVIEWED INFORMATION] for the following [__] Specially Serviced Mortgage Loans: [LIST APPLICABLE SPECIALLY SERVICED
MORTGAGE LOANS]



 


		2.	[If
report is rendered during a Senior Consultation Period, add:] The Trust Advisor met with the [General] [NCB] Special Servicer
on [DATE] for the annual meeting. Participants from the [General] [NCB] Special Servicer included: [IDENTIFY PARTICIPANTS’
NAMES AND TITLES]. The Specially Serviced Mortgage Loans (including Asset Status Reports, other relevant accompanying information
and any related net present value calculations and Appraisal Reduction Amount calculations) were referenced in the meeting. The
discussion focused on the [General] [NCB] Special Servicer’s execution of its resolution and liquidation procedures in general
terms as well as in specific reference to the Specially Serviced Mortgage Loans.



 


		a.	The
Trust Advisor’s review of the Asset Status Reports (including related net present value calculations and Appraisal Reduction
Amount calculations) related to the Specially Serviced Mortgage Loans [[if report is rendered during a Senior Consultation Period:]
and meeting with the [General] [NCB] Special Servicer] should be considered a limited investigation and not be considered a full
or limited audit. For instance, we did not review each page of the [General] [NCB] Special Servicer’s policy and procedure
manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit
the propert(y)/(ies) or interact with the borrower(s).



 


		b.	All
opinions outlined herein are limited to the Specially Serviced Mortgage Loans of this mortgage loan pool with respect to which
Asset Status Reports have been delivered. Confidentiality and other provisions prohibit the Trust Advisor from using information
it is privy to from other assignments in facilitating the activities of this assignment.



 


		3.	As
required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited
non-privileged information and documentation provided by the [General] [NCB] Special Servicer prior to the Trust Advisor finalizing
its annual assessment.



 



    	O-2-2



    	 



    




 


		III.	Specific
Items of Review



 


		1.	The
Trust Advisor reviewed the following items in connection with [[if report is rendered during Senior Consultation Period:]the annual
meeting] and the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During
the prior year, the Trust Advisor consulted with the [General] [NCB] Special Servicer regarding its strategy plan for a limited
number of issues related to the following Specially Serviced Mortgage Loans: [LIST]. The Trust Advisor participated in discussions
and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate. The [General] [NCB] Special Servicer [agreed with/did not agree with] the recommendations made by the Trust Advisor.
Such recommendations generally included the following: [LIST].



 


		3.	Appraisal
Reduction Amount calculations and net present value calculations:



 


		a.	The
Trust Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations
and the corresponding application of the applicable formulas required to be utilized in connection with any Appraisal Reduction
Amount or net present value calculations used in the [General] [NCB] Special Servicer’s determination of what course of
action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by
the [General] [NCB] Special Servicer.



 


		b.	The
Trust Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary
portions of the formulas] required to be utilized for such calculation.



 


		c.	After
consultation with the [General] [NCB] Special Servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formulas in arriving at those mathematical calculations, such inaccuracy [has
been/ has not been] resolved.



 


		4.	The
following is a general discussion of certain concerns raised by the Trust Advisor discussed in this report: [LIST CONCERNS].



 


		5.	In
addition to the other information presented herein, the Trust Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].



 


		6.	6.             As
required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited



 






    	O-2-3



    	 



    

 


		 	non-privileged
information and documentation provided by the [General] [NCB] Special Servicer prior to the Trust Advisor finalizing its annual
assessment.



 


		IV.	Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The
Trust Advisor did not participate in, or have access to, the [General] [NCB] Special Servicer’s and Subordinate Class Representative’s
discussion(s) regarding any Specially Serviced Mortgage Loan. The Trust Advisor did not meet with the [Special Servicer or the]
Subordinate Class Representative. [[If report rendered during Senior Consultation Period:] While the Subordinate Class Representative
may have attended the annual meeting,] the Trust Advisor generally did not address issues and questions to the Subordinate Class
Representative. As such, the Trust Advisor generally relied upon its review of the information described in Item 1 of Section
III above and its interaction with the [General] [NCB] Special Servicer in gathering the relevant information to generate this
report.



 


		2.	The
[General] [NCB] Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant
to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility or authority to alter the standards set forth
therein.



 


		3.	Confidentiality
and other contractual limitations limit the Trust Advisor’s ability to outline the details or substance of [[if report rendered
during Senior Consultation Period:] the meeting held between it and the [General] [NCB] Special Servicer regarding any Specially
Serviced Mortgage Loans and] certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement.
As a result, this report may not reflect all the relevant information that the Trust Advisor is given access to by the [General]
[NCB] Special Servicer.



 


		4.	There
are many tasks that the [General] [NCB] Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage
Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes,
etc. The Trust Advisor does not participate in discussions regarding such actions. As such, the Trust Advisor has not assessed
the [General] [NCB] Special Servicer’s operational compliance with respect to those types of actions.



 


		5.	This
report is furnished to the Certificate Administrator pursuant to the provisions of the Pooling and Servicing Agreement. The delivery
of this report shall not be construed to impose any duty on the Trust Advisor to respond to investor questions or inquiries.



 



    	O-2-4



    	 



    




 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement dated as of September 1, 2015.


 




    	O-2-5



    	 



    


  


EXHIBIT
O-3


 


FORM
OF NOTICE FROM TRUST ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER


 


Wilmington
Trust, National Association

as Trustee





1100
North Market Street





Wilmington,
Delaware 19890

Attention: WFCM 2015-LC22


  





Wells
Fargo Bank, National Association,

as Certificate Administrator





9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Re:        Wells
Fargo Commercial Mortgage Trust 2015-LC22,

Commercial Mortgage Pass-Through Certificates, Series 2015-LC22,

Recommendation of Replacement of Special Servicer


 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 6.05(c) of the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital
Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services
LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian,
and Wilmington Trust, National Association, as Trustee, on behalf of the holders of Wells Fargo Commercial Mortgage Trust 2015-LC22,
Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”), regarding the replacement
of the [General] [NCB] Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the [General] [NCB] Special Servicer’s operational practices conducted pursuant to and in accordance
with Section 3.28 of the Pooling and Servicing Agreement, it is our assessment that [________], in its current capacity as [General]
[NCB] Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement] [acting in accordance with the
Servicing Standard]. The following factors support our assessment: [________].


 






    	O-3-1



    	 



    

 





Based
upon such assessment, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed
its successor in such capacity.





	 	 	 	 	 	 
	 	 	Very
truly yours,
	 	 	
	 	 	 	Park Bridge Lender Services LLC
	 	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 	 	Title:
	 	 	
	Dated:	 	 	 	 	 






 




    	O-3-2



    	 



    


  


EXHIBIT
P


 


FORM
OF NRSRO CERTIFICATION


 


Wells
Fargo Bank, National Association,

    as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045 1951

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-LC22


 


		Re:	Wells
Fargo Commercial Mortgage Trust 2015-LC22,

Commercial Mortgage Pass-Through Certificates, Series 2015-LC22



 


Ladies
and Gentlemen:


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
September 1, 2015 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as General Master Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association,
as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee, with
respect to the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	(a)        The
undersigned is a Rating Agency; or



 


(b)        The
undersigned is a nationally recognized statistical rating organization that either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date,
is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the 17g-5 website pursuant to the provisions of the Pooling and Servicing Agreement, and agrees that any confidentiality agreement
applicable to the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing
Date shall also be applicable to information obtained from the 17g-5 Information Provider’s website (including without limitation,
to any information received by the Depositor for posting on the 17g-5 Information Provider’s website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound
by the provisions of the confidentiality agreement attached as Annex A hereto which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s website, including any information that is obtained from
the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing
Date.


 



    	P-1



    	 



    




 


The
undersigned agrees that each time it accesses the 17g-5 Information Provider’s website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year first written above.








	 	 	 	 
	Date:	 	 
	 	 	 
	 	 	Very truly yours,
	 	 	 
	 	 	[NRSRO Name]
	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:
	 	 		Phone:
	 	 		E-mail:






 




    	P-2



    	 



    


 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities,
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Wells Fargo Commercial
Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as General Master Servicer, National Cooperative Bank, N.A., as NCB Master Servicer, Rialto Capital
Advisors, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Special Servicer, Park Bridge Lender Services
LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian,
and Wilmington Trust, National Association, as Trustee and the assets underlying or referenced by the Certificates, including
the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect
to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website of
Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the
[section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date
(as defined in the Pooling and Servicing Agreement]. Information provided by each Furnishing Entity is labeled as provided by
the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


was
or becomes generally available to the public (including through filing with the Securities and Exchange Commission or
disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section
2(c)(i) below) in violation of this Confidentiality Agreement;


 


was
or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed
by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 



    	P-3



    	 



    




 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 



    	P-4



    	 



    




 


Violations
of this Confidentiality Agreement. 


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells
Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com]


  










    	P-5



    	 



    


  


EXHIBIT
Q



FORM OF ONLINE VENDOR CERTIFICATION


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
connection with the Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is an employee or agent of [Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group
Limited, BlackRock Financial Management, Inc., CMBS.com, Inc. or Thomson Reuters Corporation], a market data provider that has
been given access to the Distribution Date Statements, CREFC reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.


 


2.          The
undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above
remains true and correct.


 


3.          The
undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only,
and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent
of the Depositor.


 


4.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates
were issued.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified. 


	 	 	 	 
	 	 	[______________________]
	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:
	 	 		Phone:
	 	 		E-mail:
	Dated:	 	 	 











 







    	Q-1



    	 



    


  


EXHIBIT
R


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO ([__]) [_____] AND ([__]) [_____] AND VIA EMAIL TO [________] 

AND [cts.sec.notifications@wellsfargo.com] AND VIA OVERNIGHT
MAIL TO THE 

ADDRESSES IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Wells
Fargo Commercial Mortgage Securities, Inc.

as Depositor

c/o Wells Fargo Securities, LLC





375
Park Avenue, 2nd Floor, J0127-023 


New
York, New York 10152





Attention:
A.J. Sfarra


  





Re:        **Additional
Form [10-D][10-K][8-K] Disclosure Required**


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.07][11.08][11.10] of the Pooling and Servicing Agreement, dated as of September 1, 2015, entered into
by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer
(in such capacity, the “General Master Servicer”), National Cooperative Bank, N.A., as NCB master servicer
(in such capacity, the “NCB Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the
“General Special Servicer”), National Cooperative Bank, N.A., as NCB special servicer (in such capacity, the
“NCB Special Servicer”), Park Bridge Lender Services LLC, as trust advisor, Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian (in such capacity, the “Certificate Administrator”),
and Wilmington Trust, National Association, as trustee, the undersigned, as ___________, hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 




    	R-1



    	 



    


 





List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to ______________, phone number: ________________; email address: ________________. 


	 	 	 	 
	 	 	[NAME OF PARTY], as [role]
	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:





 




    	R-2



    	 



    


 





EXHIBIT
S-1


 


FORM
OF TRUSTEE BACKUP CERTIFICATION


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2015-LC22 (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 September 1, 2015
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”),
Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB special servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National
Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (in
such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as trust advisor (the
“Trust Advisor”), certifies to [______], Wells Fargo Commercial Mortgage Securities, Inc. and its officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement. 





	 	 	 	 
	 Date:	 	 	 
	 	 	 	 
	 	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:





 




    	S-1-1



    	 



    


 





EXHIBIT
S-2


 


FORM
OF CUSTODIAN BACKUP CERTIFICATION


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2015-LC22 (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 September 1,
2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”),
Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB special servicer (in such capacity, the “NCB Special Servicer), Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian (in such capacity,
the “Certificate Administrator”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust
Advisor”), certifies to [______], Wells Fargo Commercial Mortgage Securities, Inc. and its officers, directors and affiliates,
to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant
Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement. 








	 	 	 	 
	 Date:	 	 	 
	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:



 












    	S-2-1



    	 



    





 


EXHIBIT
S-3


 


FORM
OF CERTIFICATE ADMINISTRATOR BACKUP CERTIFICATION


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2015-LC22 (the “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator (the “Certificate Administrator”), under that certain Pooling and Servicing Agreement,
dated as of September 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity,
the “General Master Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General
Special Servicer”), National Cooperative Bank, N.A., as NCB special servicer (in such capacity, the “NCB Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator, paying agent and custodian (in such capacity, the “Certificate Administrator”), and Park Bridge
Lender Services LLC, as trust advisor (the “Trust Advisor”), certifies to [_______], Wells Fargo Commercial
Mortgage Securities, Inc. and its officers, directors and affiliates, to the extent that the following information is within our
normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they
will rely upon this certification, that:


 


		1.	I
have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual Report”), and all reports
on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by the Annual Report (collectively with
the Annual Report, the “Reports”), of the Trust;



 


		2.	To
my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Annual Report;



 


		3.	To
my knowledge, the distribution information required to be provided by the Certificate Administrator under the Pooling and Servicing
Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I
am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement
and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance statements
required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports, the Certificate
Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and



 


		5.	The
report on assessment of compliance with servicing criteria applicable to the Certificate Administrator for asset-backed securities
with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate



 






    	S-3-1



    	 



    

 


			Administrator
                                                                            and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
                                                                            in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act
                                                                            Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material
                                                                            instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report
                                                                            on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer,
the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement. 


	 	 	 	 
	 Date:	 	 	 
	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:








 




    	S-3-2



    	 



    

 



EXHIBIT S-4


 


FORM OF MASTER
SERVICER BACKUP CERTIFICATION


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2015-LC22 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION, as General Master Servicer]
[NATIONAL COOPERATIVE BANK, N.A., as NCB Master Servicer] under that certain Pooling and Servicing Agreement, dated as of September
1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities,
Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General
Master Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master
Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”),
National Cooperative Bank, N.A., as NCB special servicer (in such capacity, the “NCB Special Servicer”), Park
Bridge Lender Services LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, paying agent
and custodian (in such capacity, the “Certificate Administrator”), and Wilmington Trust, National Association,
as trustee, and on behalf of the [General] [NCB] Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:


 


		1.	Based on my knowledge, with
respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming the accuracy of the
statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special Servicer
relating to the Relevant Period, all servicing information and all reports (the “Servicer Reports”) required
to be submitted by the [General] [NCB] Master Servicer to the Certificate Administrator pursuant to Sections 4.02(c) and (d) of
the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all
reports on Form 10-D or Form 8-K have been submitted by the [General] [NCB] Master Servicer to the Certificate Administrator for
inclusion in these reports;



 


		2.	Based on my knowledge, and
assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup certificate
delivered by each Special Servicer relating to the Relevant Period, the master servicing information contained in the Servicer
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by these reports;



 










		3.	I
am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the [General] [NCB]
Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the [General] [NCB] Master Servicer, and



 






    	S-4-1



    	 



    

 



except as disclosed in the compliance certificate delivered by the [General] [NCB] Master Servicer under Section 11.12 of the
Pooling and Servicing Agreement, the [General] [NCB] Master Servicer has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects during the Relevant Period;


 


		4.	The accountants that are
to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the [General]
[NCB] Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the [General]
[NCB] Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The report on assessment
of compliance with servicing criteria applicable to the [General] [NCB] Master Servicer for asset-backed securities with respect
to the [General] [NCB] Master Servicer or any Servicing Function Participant retained by the [General] [NCB] Master Servicer and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the
annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the
Depositor for disclosure in such annual report on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the [General] [NCB] Special Servicer, but other than a Sub-Servicer,
Additional Servicer or any other third party retained by the [General] [NCB] Master Servicer that is not a Designated Sub-Servicer
or a Sub-Servicer appointed pursuant to Section 3.22 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing
certifications, neither I nor the [General] [NCB] Master Servicer makes any certification under the foregoing clauses (2) and
(3) with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the [General]
[NCB] Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information and reports,
I do not certify anything other than that all fields of information called for in written reports prepared by the [General] [NCB]
Master Servicer have been properly completed and that any fields that have been left blank on their face have been done so in
accordance with the CREFC procedures for such report.]


 






    	S-4-2



    	 



    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.





	 	 	 
	Date:	 
	 	 
	 	[WELLS FARGO BANK, NATIONAL 

ASSOCIATION]
	 	[NATIONAL COOPERATIVE BANK, N.A.]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	S-4-3



    	 



    


 


EXHIBIT S-5


 


FORM OF SPECIAL
SERVICER BACKUP CERTIFICATION


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2015-LC22 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of [RIALTO CAPITAL ADVISORS, LLC] [NATIONAL COOPERATIVE BANK, N.A.]]
(the “Special Servicer”) as [General] [NCB] Special Servicer under that certain Pooling and Servicing Agreement
dated as of September 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial
Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity,
the “General Master Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity,
the “NCB Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General
Special Servicer”), National Cooperative Bank, N.A., as NCB special servicer (in such capacity, the “NCB Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator, paying agent and custodian (in such capacity, the “Certificate Administrator”), and Park Bridge
Lender Services LLC, as trust advisor (the “Trust Advisor”), on behalf of the [General] [NCB] Special Servicer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


 


1.           Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing
information and all required reports (the “Special Servicer Reports”) required to be submitted by the [General]
[NCB] Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the
Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the [General] [NCB] Special Servicer
to the [General] [NCB] Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
in these reports;


 


2.           Based
on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by these reports;


 


3.           I
am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the [General] [NCB]
Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the [General] [NCB] Special Servicer, and except
as disclosed in the compliance certificate delivered by the [General] [NCB] Special Servicer under Section 11.13 of the Pooling
and Servicing Agreement, the [General] [NCB] Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects during the Relevant Period;


 






    	S-5-1



    	 



    

 


4.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the [General] [NCB] Special Servicer with respect to the Trust’s fiscal year _____ have been provided all
information relating to the [General] [NCB] Special Servicer assessment of compliance with the Relevant Servicing Criteria, in
order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and


 


5.          The
report on assessment of compliance with servicing criteria applicable to the [General] [NCB] Special Servicer for asset-backed
securities with respect to the [General] [NCB] Special Servicer or any Servicing Function Participant retained by the [General]
[NCB] Special Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator
and the Depositor for disclosure in such annual report on Form 10-K.


 







Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.





	 	 	 
	Date:	 
	 	 
	 	[RIALTO CAPITAL ADVISORS, LLC]
	 	[NATIONAL COOPERATIVE BANK, N.A.]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 












    	S-5-2



    	 



    

 


EXHIBIT S-6


 


FORM OF TRUST
ADVISOR BACKUP CERTIFICATION


 


WELLS FARGO
COMMERCIAL MORTGAGE TRUST 2015-LC22 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of Park Bridge Lender Services
LLC (the “Trust Advisor”) as Trust Advisor under that certain Pooling and Servicing Agreement dated
as of September 1, 2015 (the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage
Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General
Master Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master
Servicer”), Rialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”),
National Cooperative Bank, N.A., as NCB special servicer (in such capacity, the “NCB Special Servicer”), Wilmington
Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent
and custodian (in such capacity, the “Certificate Administrator”) and the Trust Advisor, on behalf of the Trust
Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


1.           Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information
required to be submitted by the Trust Advisor to the General Master Servicer, the NCB Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Trust Advisor Reports”)
have been submitted by the Trust Advisor to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or
the Certificate Administrator, as applicable, for inclusion in these reports;


 


2.           Based
on my knowledge, the trust advisor information contained in the Trust Advisor Reports, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by these reports;


 


3.           The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Trust Advisor with respect to the Trust’s fiscal year ________ have been provided all information relating
to the Trust Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


4.           The
report on assessment of compliance with servicing criteria applicable to the Trust Advisor for asset-backed securities with respect
to the Trust Advisor or any Servicing Function Participant retained by the Trust Advisor and related attestation report on


 






    	S-6-1



    	 



    

 


              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:




  






    	S-6-2



    	 



    

 


EXHIBIT T


 


FORM OF SARBANES
OXLEY CERTIFICATION


 


I,
[identify the certifying individual], 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 periods covered by
this report on Form 10-K of Wells Fargo Commercial Mortgage Trust 2015-LC22 (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 annual report;


 


3.          Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.          Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic report, the servicers have fulfilled their obligations under the pooling and servicing
agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 









    	T-1



    	 



    

 


In giving
the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [______________].





	 	 	 
	Date:	 
	 	 
	 	By:	[certifying individual]
	 		Name:
	 		Title:




 












    	T-2



    	 



    

 


EXHIBIT U


 


FORM OF OUTSIDE
MASTER SERVICER NOTICE


 


[Date]


 


[Non-Trust Trustee]


 


[Non-Trust Certificate Administrator]


 


[Non-Trust Master Servicer]


 


[Non-Trust Special Servicer]


 


[Non-Trust Trust Advisor]


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22,

Commercial Mortgage Pass-Through Certificates, Series 2015-LC22


 


Ladies and Gentlemen:


 


This
notice is being delivered pursuant to Section 3.01(h) of the Pooling and Servicing Agreement, dated as of September 1, 2015 (the
“WFCM 2015-LC22 Pooling and Servicing Agreement”) among Wells Fargo Commercial Mortgage Securities, Inc., as
depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “WFCM 2015-LC22
General Master Servicer”), as certificate administrator (in such capacity, the “WFCM 2015-LC22 Certificate
Administrator”), as tax administrator and as custodian, National Cooperative Bank, N.A., as NCB master servicer (in
such capacity, the “WFCM 2015-LC22 NCB Master Servicer”), Rialto Capital Advisors, LLC, as general special
servicer (the “WFCM 2015-LC22 General Special Servicer”), National Cooperative Bank, N.A., as NCB special servicer
(in such capacity, the “WFCM 2015-LC22 NCB Special Servicer”), Park Bridge Lender Services LLC, as trust advisor
(the “WFCM 2015-LC22 Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “WFCM
2015-LC22 Trustee”), and relating to Wells Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through
Certificates, Series 2015-LC22 (the “Certificates”). Capitalized terms used but not otherwise defined herein
shall have respective meanings assigned to them in the WFCM 2015-LC22 Pooling and Servicing Agreement.


 


Notice
is hereby given to you, as parties to the Non-Trust Pooling and Servicing Agreement relating to the [_____] Mortgage Loan, that
as of the date hereof, the WFCM 2015-LC22 Trustee is the holder of the [_____] Mortgage Loan for the benefit of the Certificateholders.
As such, we hereby direct you to remit to the WFCM 2015-LC22 General Master Servicer all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to the WFCM 2015-LC22 General Master Servicer all reports, statements, documents,
communications and other information that are to be forwarded, delivered or otherwise made available to, the holders of the [______]
Mortgage Loan under the related Intercreditor Agreement and the Non-Trust Pooling and Servicing Agreement referenced above.


 






    	U-1



    	 



    

 


The
contact information for each of the WFCM 2015-LC22 Trustee, the WFCM 2015-LC22 Certificate Administrator, the WFCM 2015-LC22 Master
Servicer, the WFCM 2015-LC22 General Special Servicer and the party designated to exercise the rights of the “Non-Controlling
Note Holder” (as such term is defined in each related Intercreditor Agreement) is provided on Schedule 1 hereto.


 


A
copy of the executed version of the WFCM 2015-LC22 Pooling and Servicing Agreement [and a copy of the executed version of the
related Intercreditor Agreement] will be made available to you upon request. Please contact us at (866) 846-4526 if you have any
questions.





	 	 	 
	 	 	Very truly yours,
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION
	 	 	WFCM 2015-LC22 Certificate Administrator
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    	U-2



    	 



    







 


Schedule
1 to Exhibit U


 


Contact Information


 


Wilmington Trust, National Association

1100 North Market Street


Wilmington, Delaware
19890

Attention: WFCM 2015-LC22


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086 120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2015-LC22 Asset Manager


 


Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th
Floor


Miami, Florida 33172


Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer (WFCM 2015-LC22)


  


Rialto CMBS VI, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer, Joseph Bachkovsky


 









    	U-3



    	 



    

 


EXHIBIT V


 


[RESERVED]


 









    	V-1



    	 



    

 


EXHIBIT W


 


[RESERVED]


 









    	W-1



    	 



    

 


EXHIBIT X


 


FORM OF NOTICE
OF EXCHANGE OF EXCHANGEABLE CERTIFICATES


 


[Certificateholder’s
letterhead]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services – Wells Fargo Commercial Mortgage Trust 2015-LC22


 


Re:         Wells
Fargo Commercial Mortgage Trust 2015-LC22, Commercial Mortgage Pass-Through Certificates, Series 2015-LC22 (the “Certificates”)

Notice of Exchange of Exchangeable Certificates


 


This
letter is delivered to you pursuant to Section 5.09 of the Pooling and Servicing Agreement, dated as of September 1, 2015 (the
“Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the
“Depositor”), Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Park Bridge
Lender Services LLC, as Trust Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator
and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


The
undersigned hereby (i) certifies that as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates
set forth below under “Exchangeable Certificates to be Surrendered”, is duly authorized to deliver this notice to
the Certificate Administrator and that such power has not been granted or assigned to any other Person and the Certificate Administrator
may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates
set forth below under “Exchangeable Certificates to be Surrendered” and all of our right, title and interest in and
to such Exchangeable Certificates, including all payments of interest thereon received after [_____________], in exchange for
the corresponding Exchangeable Certificates set forth below. We propose an Exchange Date of [______].


 


We
agree that upon such exchange, our interests in the portion(s) of the Exchangeable Certificates surrendered in exchange shall
be reduced and our interest in the portion(s) of the Exchangeable Certificates received in such exchange shall be increased.


 









    	X-1



    	 



    




 





	 	 	 	 	 	 	 
	Exchangeable Certificates to be Surrendered	 	Exchangeable 

Certificates to be 

Received
	CUSIP	 	

Outstanding 

Certificate Principal 

Balance	 	Initial Certificate 

Principal Balance	 	CUSIP







 


Our
Depository participant number is [________].





	 	 	 
	 	Sincerely,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


[Medallion Stamp Guarantee]


 









    	X-2



    	 



    

 


EXHIBIT Y


 


FORM OF INTERCREDITOR
AGREEMENT AND 

SUBORDINATION AGREEMENT FOR CO-OP MORTGAGE LOANS


 


THIS
INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__
between [_______], a [___________] having an office at [__________] in its capacity as senior lender (“Lender”),
and [_________], a [_________] having an office at [__________] in its capacity as subordinated lender (“Subordinated
Lender”).


 


W I T
N E S S E T H:


 


WHEREAS,
Lender is the holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the
date hereof in the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS,
Subordinated Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower
in the amount of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS,
Lender and Subordinated Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective
interests in the Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements
with Borrower;


 


NOW,
THEREFORE, in consideration of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lender and Subordinated Lender agree as follows:


 


Defined
Terms. As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall
otherwise require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 






    	Y-1



    	 



    

 


“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or under
management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning commercial
or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event
of Default” – Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which has
occurred and is continuing beyond any applicable grace or curative period, and (ii) with respect to the Subordinated Loan and
the Subordinated Loan Documents, any default thereunder which has occurred and is continuing beyond any applicable grace or curative
period.


 


“Loan
Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a first lien upon the Project and any other documents evidencing and securing
the Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from
time to time, in accordance with the terms hereof.


 


“Permitted
Fund Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund with
committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any
federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form
of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements located
or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).


 






    	Y-2



    	 



    

 


“Qualified
Transferee” – Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one or more of
the following:


 


(A)        a
real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)        an
investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the Eligibility
Requirements;


 


(C)        an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies the
Eligibility Requirements;


 


(D)        any
entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)        a
Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer
Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization
Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this
definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO
Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that
are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any of the relevant trustee, special
servicer, or manager fails to meet the requirements of this clause (E), such Person must be replaced by a Person meeting the requirements
of this clause (E) within thirty (30) days; or


 


(F)        an
investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity
that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the general partner,
managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition.


 


“Qualified
Trustee” – Shall mean (i) a corporation, national bank, national banking association or a trust company, organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers


 






    	Y-3



    	 



    

 


and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to
supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation
or (iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories
of each of the Rating Agencies.


 


“Rating
Agencies” – Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized
statistical rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that
have rated any of the Certificates.


 


“Rating
Agency Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require
a Rating Agency Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required
Special Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special servicer
is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12)
month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on
any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.          Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)        Subordinated
Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all of the terms and provisions
of the Loan Documents, (ii) the continued performance of the Loan Documents


 






    	Y-4



    	 



    

 


will not constitute a default or an event which, with
the giving of notice or the lapse of time, or both, would constitute a default under the Subordinated Loan Documents, and (iii)
any application or use of the proceeds of the Loan for purposes other than those provided in the Loan Documents shall not affect,
impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)        Lender
hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this Agreement, all
of the terms and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance of the Subordinated
Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would
constitute a default under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated Loan for purposes
other than those provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and provisions of this
Agreement or the Subordinated Loan Documents.


 


2.          Representations
and Warranties.


 


(a)        Subordinated
Lender hereby represents and warrants as follows:


 


(i)         Subordinated
Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents. To Subordinated
Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under any of the Subordinated Loan Documents.


 


(ii)        Subordinated
Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security interest, option
or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(iv)       Subordinated
Lender has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.


 


(v)        Subordinated
Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to
execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)       All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated Lender have
been duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vii)      Subordinated
Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of
Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to


 






    	Y-5



    	 



    

 


(a) applicable bankruptcy,
reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless of whether a proceeding
is brought in law or in equity.


 


(viii)     To
Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of,
or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated Lender of
the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)       None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated Lender, (b) to Subordinated
Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person
the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under
the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Subordinated Lender is a
party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge, result in the creation of any
lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets
of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or
other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency
or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated Lender or
upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s knowledge,
constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated Lender.


 


(x)        The
Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)        Lender
hereby represents and warrants as follows:


 


(i)         Lender
has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s actual
knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Loan Documents.


 


(ii)        Lender
is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or waived.


 






    	Y-6



    	 



    

 


(iv)       Lender
is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)        All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been duly taken,
and all such actions continue in full force and effect as of the date hereof.


 


(vi)       Lender
has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Lender
enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency and moratorium
laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.


 


(vii)      To
Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated
by this Agreement other than those that have been obtained.


 


(viii)     None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Lender, (b) to Lender’s
knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to
terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms
of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender is a party or to which
any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien, charge, encumbrance, mortgage,
lease, claim, security interest, or other right or interest upon the properties or assets of Lender pursuant to the terms of any
such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (d) violate any judgment,
order, injunction, decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which
Lender has knowledge against, or binding upon, Lender or upon any of the securities, properties, assets, or business of Lender
or (e) to Lender’s knowledge, constitute a violation by Lender of any statute, law or regulation that is applicable to Lender.


 


(ix)       The
Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.          Subordination
and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated Loan Documents
(and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated Loan, in
each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby and all
of the foregoing (collectively, the


 






    	Y-7



    	 



    

 


“Subordinated Interests”) shall at all times be junior, subject and subordinate
to the lien and security interest created by the Loan Documents and all of the terms, covenants, conditions, rights and remedies
contained in the Loan Documents, and no amendments or modifications of the Loan Documents or waivers of any provisions thereof
shall affect the subordination of the Subordinated Interests as set forth in this Section 3, it being understood and agreed that
the Loan Documents and the liens and security interests created thereby shall be and remain a prior lien against the Project.
In addition, all of Subordinated Lender’s rights to payment of the Subordinated Loan and the obligations evidenced by the
Subordinated Loan Documents are hereby subordinated to all of Lender’s rights to payment by Borrower of the Loan and the
obligations secured by the Loan Documents, and Subordinated Lender shall not accept or receive payments (including, without limitation,
whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower
and/or from the Project upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Documents)
under the Loan. If a Proceeding shall have occurred, Lender shall be entitled to receive payment and performance in full of all
amounts due or to become due to Lender before Subordinated Lender is entitled to receive any payment on account of the Subordinated
Loan. All payments or distributions upon or with respect to the Subordinated Loan which are received by Subordinated Lender contrary
to the provisions of this Agreement shall be received and held in trust by the Subordinated Lender for the benefit of Lender and
shall be paid over to Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash)
to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance of the Loan in accordance
with the terms of the Loan Documents. Nothing contained herein shall prohibit the Subordinated Lender from making protective advances
(and adding the amount thereof to the principal balance of the Subordinated Loan) notwithstanding the existence of a default under
the Loan at such time.


 


4.          Modifications,
Amendments, Etc.


 


(a)        Lender
shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”)
of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal
amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents,
(iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension
options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any
other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting
transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any
contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation
of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited
or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount
of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be
obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender,
compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default


 






    	Y-8



    	 



    

 


(as defined in the
Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only),
or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing
provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective
advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default
interest), shall not be deemed to contravene this Section 2.


 


(b)        Subordinated
Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension, modification,
increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated Loan Modification”)
of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan Modification shall (i) increase
the interest rate or principal amount of the Subordinated Loan, (ii) increase in any other material respect any monetary obligations
of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled maturity date of the Subordinated Loan (except
that Subordinated Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of
the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan into or for any other indebtedness or subordinate
the Subordinated Loan to any indebtedness of Borrower, (v) provide for any additional contingent interest, additional interest
or so called “kicker” measured on the basis of the cash flow or appreciation of the Project (or other similar equity
participation), (vi) amend or modify the provisions of the Subordinated Loan Documents limiting transfers of direct or indirect
interest in Borrower, (vii) modify or amend the terms and provision of any Subordinated Loan Document with respect to the manner,
timing or method of the application of payments under the Subordinated Loan Documents, (vi) cross default the Subordinated Loan
with any other indebtedness, or (vii) amend or modify the provisions limiting transfers of interests in the Borrower or the Project.
Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Subordinated Loan Documents,
Subordinated Lender shall be permitted to modify or amend the Subordinated Loan Documents in connection with a work out or other
surrender, compromise, release, renewal or modification of the Subordinated Loan except that under no conditions shall clause
(i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only),
clause (iv) or clause (v) be modified without the written consent of the Lender. In addition and notwithstanding the foregoing
provisions of this Section 6(b), any amounts funded by the Subordinated Lender under the Subordinated Loan Documents as a result
of (A) the making of any Protective Advances or other advances by the Subordinated Lender, or (B) interest accruals or accretions
and any compounding thereof (including default interest), shall not be deemed to contravene this Section 6(b).


 


(c)        Lender
shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters,
waivers or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments
have been executed by Lender.


 


(d)        Subordinated
Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations,


 






    	Y-9



    	 



    

 


changes or revisions to any one or more of the Subordinated Loan Documents (including, without limitation, any side
letters, waivers or consents entered into, executed or delivered by Subordinated Lender) within a reasonable time after any of
such applicable instruments have been executed by Subordinated Lender.


 


5.          Default
Notice.


 


(a)        Subordinated
Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving of such notice of
default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default. Lender may, but
shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by Lender as and for
the cure by Borrower.


 


(b)        Lender
shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice of default
to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may, but shall
not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and for the
cure by Borrower.


 


6.          Casualty
and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or
a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior
interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”).
Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in
any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns
its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees
to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written
confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by
Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing
agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either
the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore
the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and
required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have
claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender
of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall
continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award
or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to
be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from
any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair
and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available
to the Borrower


 






    	Y-10



    	 



    

 


for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.


 


7.          Foreclosure
of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall remain outstanding, (A)
due notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given to Lender, and true copies
of all papers served or entered in such action will be delivered to Lender, (B) no portion of the rents, issues and profits of
the Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents except through a receiver
appointed by the court in which such foreclosure action is brought, after due notice for the appointment of such receiver shall
have been given to Lender, (C) the rents, issues and profits collected by any such receiver shall be applied first to the payment
of taxes, maintenance and operating charges and disbursements incurred in connection with the operation and maintenance of the
Project and next to the payment of principal and interest (including, without limitation, default interest and late payment charges)
due under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action shall be brought for the
foreclosure of the Loan Documents and an application shall be made for an extension of the receivership for the benefit of Lender,
all such rents, issues and profits held by such receiver as of the date of such application shall be applied by the receiver solely
for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof until Lender has received
all amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents to, and shall not object
to, any action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated Lender further
agrees that it shall not institute any action or proceeding for the appointment of a receiver at any time during which a receiver
shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or caused the appointment
of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to take all action reasonably
necessary to terminate such appointment in order to facilitate Lender’s appointment of same.


 


8.          Rights
of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective Advance
by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior to the
payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies under
the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall not
acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other collateral
now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan Documents
or the liens, rights, estates and interests created thereby.


 


9.          Transfer
of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated
Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee
shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such Transfer
is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated Lender hereunder and
agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and
warranties contained herein for the benefit of the Lender.


 






    	Y-11



    	 



    

 


At
least five (5) days prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification
that such transfer will be made in accordance with this Section 9, such certification to include the name and contact information
of the Qualified Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated
Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge customary fees in connection with any such action, which fee, together with
any and all other reasonable costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same,
including, without limitation, reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender
may, from time to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any
such Transfer or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects
set forth in this Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions
of this Agreement.


 


Notwithstanding
anything contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.        Notices.
All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage prepaid, return
receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices shall be
deemed to have been given when received. Either party may change its address for notices hereunder by written notice to the other
party.


 


11.        Obligations
Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated Lender under this Agreement
shall remain in full force and effect irrespective of:


 


(i)         any
lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or instrument
relating thereto;


 


(ii)        any
taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent
to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)       any
manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan, or any manner
of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any other assets
of Borrower or any other Affiliates of Borrower;


 


(iv)       any
change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower;
or


 






    	Y-12



    	 



    

 


(v)        any
other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor
or a Lender subject to the terms hereof.


 


12.        Continued
Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated Lender
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.        Estoppel.


 


(a)        Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth the
then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the Subordinated
Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under the Subordinated
Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by Lender and by any prospective
purchaser of all or any interest in the Loan.


 


(b)        Lender
shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement
setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the
Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended
that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective
purchaser of all or any interest in the Subordinated Loan.


 


14.        No
Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to inure to Borrower,
or any other Person other than the respective successors and permitted assignees of the parties hereto. This Agreement may not
be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change
is sought.


 


15.        Counterpart
Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.


 


16.        No
Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.


 


17.        No
Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or joint tenancy
relationship between or among any of the parties hereto.


 






    	Y-13



    	 



    

 


18.        Captions.
The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed
to be a part hereof.


 


19.        Conflicts.
In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this Agreement shall control.


 


20.        No
Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform all of the
terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of Borrower under
the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions, obligations,
covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under the Subordinated
Loan Documents.


 


21.        Severability.
In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law,
and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions
or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same
affect the validity or enforceability of any other provision of this Agreement.


 


22.        Expenses.


 


(a)        Subordinated
Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection with the (i) exercise or enforcement
of any of the rights of Lender against Subordinated Lender hereunder to the extent that Lender is the prevailing party in any
dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe any of the provisions hereof.


 


(b)        Lender
agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the extent that Subordinated
Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform or observe any of the
provisions hereof.


 


23.        Injunction.
Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary damages are not an adequate
remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated Lender hereunder would cause
irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach of this Agreement by the other,
the remedies of injunction, declaratory judgment and specific performance shall be available to such non breaching party.


 






    	Y-14



    	 



    

 


24.        Each
of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated Loan
Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated Lender
agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.        Waiver
of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 


26.        Successors
and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and their respective permitted
successors and assigns. Lender shall have the right to record this Agreement.


 


27.        Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.


 


28.        Amendments.
No provision of this Agreement shall be waived, amended or supplemented except by written agreement of the party charges with
such waiver, amendment or supplement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.





	 	 	 
	 	LENDER:
	 	 
	 	[__________]
	 	 
	 	By:	 
	 	 
	 	SUBORDINATED LENDER:
	 	 
	 	[__________]
	 	 
	 	By:	 




  









    	Y-15



    	 



    

 





	 	 	 
	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 







 


On
the __ day of ________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.





	 	 
	 	Signature and Office of individual
	 	taking acknowledgment










	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 




 


On
the ___ day of _________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.


	 	 
	 	Signature and Office of individual
	 	taking acknowledgment







  






    	Y-16



    	 



    


 


SCHEDULE
I


 


MORTGAGE
LOAN SCHEDULE


   



    	S-I-1



    	 



    

 








 


Wells
Fargo Commercial Mortgage Trust 2015-LC22 


MORTGAGE
LOAN SCHEDULE 



 


	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	Original
    Principal Balance ($)	 	Cut-off
    Date Principal Balance ($)	 	Loan
    Amortization Type	 	Monthly
    P&I Payment ($)	 	Interest
    Accrual Basis	 	Mortgage
    Rate
	1		LCF		40
    Wall Street		40
    Wall Street		New
    York		NY		10006		95,000,000.00		94,630,972.40		Amortizing
    Balloon		484,040.46
    		Actual/360		3.665%
	2		LCF		The
    Meadows		201
    & 301 Route 17 North		Rutherford		NJ		07070		92,000,000.00		92,000,000.00		Interest-only,
    Amortizing Balloon		470,643.66
    		Actual/360		4.582%
	3		RMF		Somerset
    Park Apartments		1911
    Golfview Drive		Troy		MI		48084		70,000,000.00		70,000,000.00		Interest-only,
    Balloon		269,840.28
    		Actual/360		4.550%
	4		LCF		Townline
    Square		533
    South Broad Street		Meriden		CT		06450		32,725,000.00		32,725,000.00		Interest-only,
    Amortizing Balloon		168,585.27
    		Actual/360		4.642%
	5		RMF		Sandpiper
    Apartments		4650
    West Oakey Boulevard		Las
    Vegas		NV		89102		30,500,000.00		30,500,000.00		Interest-only,
    Amortizing Balloon		160,946.01
    		Actual/360		4.850%
	6		WFB		West
    Palm Beach Marriott		1001
    Okeechobee Boulevard		West
    Palm Beach		FL		33401		30,000,000.00		30,000,000.00		Interest-only,
    Amortizing Balloon		153,345.41
    		Actual/360		4.575%
	7		RMF		Shoppes
    at Wilton		3062
    State Highway 50		Saratoga
    Springs		NY		12866		22,500,000.00		22,500,000.00		Interest-only,
    Balloon		83,684.38
    		Actual/360		4.390%
	8		RMF		San
    Diego Park N’ Fly		3298
    Kettner Boulevard		San
    Diego		CA		92101		21,750,000.00		21,750,000.00		Interest-only,
    Amortizing Balloon		116,758.70
    		Actual/360		5.000%
	9		RMF		Hickory
    Hills East		22501
    Iverson Drive		Great
    Mills		MD		20634		20,200,000.00		20,200,000.00		Interest-only,
    Amortizing Balloon		103,312.86
    		Actual/360		4.580%
	10		WFB		The
    Jewelers Mall		625
    South Hill Street		Los
    Angeles		CA		90014		19,950,000.00		19,950,000.00		Interest-only,
    Amortizing Balloon		103,348.37
    		Actual/360		4.690%
	11		WFB		Schulman
    Crossing Power Center		1331,
    1450, 1490, 1530, 1540, 1610, 1660, 1670, 1680, 1690, 1710, 1740 Lareu Road		Garden
    City		KS		67846		19,500,000.00		19,476,340.28		Amortizing
    Balloon		97,878.89
    		Actual/360		4.420%
	12		NCB		Birchwood
    Glen Owners Corp.		E-60
    Glen Hollow Drive		Holtsville		NY		11742		19,000,000.00		19,000,000.00		Interest-only,
    Amortizing Balloon		90,489.97
    		Actual/360		3.980%
	13		RMF		El
    Sol Del Rio Apartments		14405
    Rio Bonito Road		Houston		TX		77083		16,000,000.00		16,000,000.00		Interest-only,
    Amortizing Balloon		81,736.48
    		Actual/360		4.570%
	14		WFB		Millburn
    Mall		2933
    Vauxhall Road		Vauxhall		NJ		07088		14,700,000.00		14,700,000.00		Interest-only,
    Amortizing Balloon		75,095.40
    		Actual/360		4.570%
	15		WFB		Home
    Depot Tacoma		4602
    Center Street		Tacoma		WA		98409		14,250,000.00		14,250,000.00		Interest-only,
    Amortizing Balloon		69,934.69
    		Actual/360		4.230%
	16		LCF		Jellystone
    Park		2301
    South Burleson Boulevard		Burleson		TX		76028		14,000,000.00		13,978,357.12		Amortizing
    Balloon		81,679.55
    		Actual/360		4.980%
	17		RMF		Clearwater
    Collection		21688-21800
    US Highway 19 North		Clearwater		FL		33765		13,350,000.00		13,350,000.00		Interest-only,
    Amortizing Balloon		71,421.12
    		Actual/360		4.970%
	18		WFB		Memorial
    Regional Medical Office		8200
    Meadowbridge Road		Mechanicsville		VA		23116		12,300,000.00		12,300,000.00		Interest-only,
    Amortizing Balloon		61,738.99
    		Actual/360		4.420%
	19		LCF		Hyatt
    Lisle		1400
    Corporetum Drive		Lisle		IL		60532		11,750,000.00		11,716,655.00		Amortizing
    Balloon		71,867.87
    		Actual/360		5.459%
	20		LCF		Orchard
    Grove MHC		2835
    South Wagner		Ann
    Arbor		MI		48103		11,020,000.00		11,020,000.00		Interest-only,
    Amortizing Balloon		53,012.20
    		Actual/360		4.063%
	21		WFB		Homewood
    Suites Austin		4143
    Governors Row		Austin		TX		78744		11,000,000.00		11,000,000.00		Interest-only,
    Amortizing Balloon		56,720.05
    		Actual/360		4.650%
	22		LCF		The
    Moors at Countryview		3675
    Crossridge Lane		Canal
    Winchester		OH		43110		11,000,000.00		10,987,745.01		Amortizing
    Balloon		57,693.24
    		Actual/360		4.797%
	23		LCF		Tiberon
    Trails		1240
    West 52nd Drive		Merrillville		IN		46410		10,500,000.00		10,483,175.53		Amortizing
    Balloon		60,043.64
    		Actual/360		4.780%
	24		LCF		Hollywood
    Student Housing		1550
    North Wilcox Avenue		Los
    Angeles		CA		90028		10,250,000.00		10,250,000.00		Interest-only,
    Amortizing Balloon		52,558.30
    		Actual/360		4.602%
	25		LCF		Cushendall
    Commons		819
    Arklow Drive 		Rock
    Hill		SC		29730		10,175,000.00		10,175,000.00		Interest-only,
    Amortizing Balloon		50,658.34
    		Actual/360		4.351%
	26		RMF		Montevallo
    Place Apartments		1740
    Woodbrook Trail		Alabaster		AL		35007		10,000,000.00		10,000,000.00		Interest-only,
    Amortizing Balloon		51,503.76
    		Actual/360		4.640%
	27		WFB		Best
    Western Seven Seas		411
    Hotel Circle South		San
    Diego		CA		92108		10,000,000.00		9,980,981.44		Amortizing
    Balloon		59,060.23
    		Actual/360		4.650%
	28		LCF		Twain
    Estates		3651
    Arville Street		Las
    Vegas		NV		89103		9,500,000.00		9,478,808.08		Amortizing
    Balloon		49,848.95
    		Actual/360		4.801%
	29		LCF		Marquis
    Crest Apartments		37
    Tree View Drive		Lithonia		GA		30038		9,000,000.00		9,000,000.00		Interest-only,
    Amortizing Balloon		46,677.40
    		Actual/360		4.700%
	30		LCF		Maple
    Square- Phase I		1744
    Ella Lane		Howell		MI		48843		8,840,000.00		8,840,000.00		Interest-only,
    Amortizing Balloon		46,916.24
    		Actual/360		4.900%
	31		RMF		Best
    Western International Drive - Orlando		8222
    Jamaican Court		Orlando		FL		32819		7,840,000.00		7,828,334.36		Amortizing
    Balloon		46,703.91
    		Actual/360		5.190%
	32		LCF		Alderwood
    Retail		3333
    184th Street SW		Lynnwood		WA		98037		7,700,000.00		7,672,286.54		Amortizing
    Balloon		39,713.26
    		Actual/360		4.652%
	33		RMF		Forrest
    Oaks		2123
    Rockford Street		Mount
    Airy		NC		27030		7,650,000.00		7,641,580.96		Amortizing
    Balloon		40,368.42
    		Actual/360		4.850%
	34		LCF		101-107
    Post Road East & 28 Church Lane		101-107
    Post Road East & 28 Church Lane		Westport		CT		06880		7,300,000.00		7,300,000.00		Interest-only,
    Amortizing Balloon		37,510.34
    		Actual/360		4.620%
	35		RMF		Starbucks
    Center		2105-2145
    South University Drive		Davie		FL		33324		7,200,000.00		7,200,000.00		Interest-only,
    Amortizing Balloon		37,558.61
    		Actual/360		4.750%
	36		RMF		Tuscany
    Place		440
    South 2nd Street West		Rexburg		ID		83440		7,200,000.00		7,200,000.00		Interest-only,
    Amortizing Balloon		37,471.86
    		Actual/360		4.730%
	37		LCF		Dollar
    General Portfolio		Various		Various		Various		Various		7,005,075.00		7,005,075.00		Interest-only,
    Amortizing Balloon		40,804.10
    		Actual/360		5.733%
	37.01		LCF		Dollar
    General - Decatur		17710
    State Highway 58 North		Decatur		TN		37322		1,102,500.00										
	37.02		LCF		Dollar
    General - Bluff City		3977
    Weaver Pike		Bluff
    City		TN		37618		1,072,500.00										
	37.03		LCF		Dollar
    General - Bean Station		3706
    Highway 25 East		Bean
    Station		TN		37708		1,051,500.00										
	37.04		LCF		Dollar
    General - Enterprise		3585
    Rucker Boulevard		Enterprise		AL		36330		1,049,250.00										
	37.05		LCF		Dollar
    General - Philadelphia		104
    Christian Street		Philadelphia		TN		37846		978,750.00										
	37.06		LCF		Dollar
    General - Kingston		764
    Gallaher Road		Kingston		TN		37763		899,550.00										
	37.07		LCF		Dollar
    General - Oliver Springs		105
    Jackson Lane		Oliver
    Springs		TN		37840		851,025.00										
	38		WFB		Collister
    Shopping Center		4602-4774
    West State Street		Boise		ID		83703		7,000,000.00		7,000,000.00		Interest-only,
    Amortizing Balloon		35,343.30
    		Actual/360		4.470%
	39		RMF		Homewood
    Suites Houston Intercontinental		1340
    North Sam Houston Parkway East		Houston		TX		77032		7,000,000.00		6,989,217.59		Amortizing
    Balloon		40,921.30
    		Actual/360		5.000%
	40		WFB		Hampton
    Inn - Auburn Hills		2200
    Featherstone Road		Auburn
    Hills		MI		48326		6,800,000.00		6,800,000.00		Amortizing
    Balloon		34,252.88
    		Actual/360		4.450%
	41		LCF		Walgreens
    Puerto Rico		1800
    Calle Navarra		Ponce		PR		00716		6,510,000.00		6,510,000.00		Interest-only,
    ARD		27,588.11
    		Actual/360		5.002%
	42		LCF		Sun
    and Sand Myrtle Beach		2701
    South Ocean Boulevard		Myrtle
    Beach		SC		29577		6,450,000.00		6,440,418.46		Amortizing
    Balloon		38,457.65
    		Actual/360		5.199%
	43		WFB		Security
    Public Storage - Vacaville		1090
    Leisure Town Road		Vacaville		CA		95687		6,400,000.00		6,400,000.00		Amortizing
    Balloon		32,200.10
    		Actual/360		4.440%
	44		RMF		Courtyard
    Memphis East Lenox		3076
    Kirby Parkway		Memphis		TN		38115		6,300,000.00		6,293,992.93		Amortizing
    Balloon		35,573.32
    		Actual/360		5.450%
	45		RMF		HIE
    Natchez		639
    South Canal Street		Natchez		MI		39120		6,200,000.00		6,200,000.00		Amortizing
    Balloon		32,905.06
    		Actual/360		4.900%
	46		RMF		1255
    Broad Street Medical Center		1255
    Broad Street		Bloomfield		NJ		07003		6,200,000.00		6,200,000.00		Interest-only,
    Amortizing Balloon		33,930.06
    		Actual/360		5.170%
	47		RMF		Golden
    Gardens Apartments		2130
    North Marks Avenue		Fresno		CA		93722		6,100,000.00		6,092,907.54		Amortizing
    Balloon		31,307.77
    		Actual/360		4.610%
	48		LCF		Hampton
    Inn & Suites - Clute		1121
    Highway 332		Clute		TX		77531		6,000,000.00		6,000,000.00		Amortizing
    Balloon		38,446.49
    		Actual/360		4.650%
	49		LCF		SAAM
    Properties Apartments		343
    Upper Stone Avenue & 386 Lower Stone Avenue		Bowling
    Green		KY		42101		6,000,000.00		5,987,879.91		Amortizing
    Balloon		33,031.95
    		Actual/360		5.223%
	50		LCF		Moulton
    Plaza		28083
    Moulton Parkway		Laguna
    Niguel		CA		92677		5,940,000.00		5,925,148.09		Amortizing
    Balloon		29,370.95
    		Actual/360		4.293%
	51		LCF		Tivoli
    Apartments		412
    Thurber Drive West		Columbus		OH		43215		5,800,000.00		5,793,087.25		Amortizing
    Balloon		29,387.75
    		Actual/360		4.500%
	52		RMF		Bishop
    Retail		1200
    North Main Street		Bishop		CA		93514		5,500,000.00		5,472,213.41		Amortizing
    Balloon		31,103.91
    		Actual/360		4.670%
	53		LCF		67
    Holly Hills		67
    Holly Hill Lane		Greenwich		CT		06830		5,350,000.00		5,350,000.00		Interest-only,
    Amortizing Balloon		27,196.74
    		Actual/360		4.528%
	54		WFB		EZ
    Self Storage Chippewa 		4175
    Chippewa Street		St.
    Louis		MO		63116		5,150,000.00		5,150,000.00		Interest-only,
    Amortizing Balloon		26,308.93
    		Actual/360		4.570%
	55		RMF		Premier
    Self Storage		6649
    Black Horse Pike		Egg
    Harbor		NJ		08234		5,120,000.00		5,120,000.00		Amortizing
    Balloon		27,142.10
    		Actual/360		4.890%
	56		LCF		219
    West 19th Street		219
    West 19th Street		New
    York		NY		10011		5,000,000.00		4,988,478.46		Amortizing
    Balloon		25,808.82
    		Actual/360		4.659%
	57		RMF		La
    Quinta - Sebring		4115
    US 27 South		Sebring		FL		33870		4,950,000.00		4,950,000.00		Interest-only,
    Amortizing Balloon		27,993.52
    		Actual/360		4.670%
	58		LCF		Kohl’s		1905
    22nd Ave Southwest		Minot		ND		58701		4,690,000.00		4,690,000.00		Interest-only,
    ARD		19,311.08
    		Actual/360		4.860%
	59		RMF		Comfort
    Suites - Firestone		11292
    Business Park Circle		Firestone		CO		80504		4,680,000.00		4,680,000.00		Amortizing
    Balloon		26,046.41
    		Actual/360		5.320%
	60		RMF		Castleton
    Shoppes		6024-6066
    East 82nd Street		Indianapolis		IN		46250		4,650,000.00		4,650,000.00		Interest-only,
    Amortizing Balloon		24,172.59
    		Actual/360		4.720%
	61		RMF		Hampton
    Inn Tampa East Seffner		11740
    Tampa Gateway Boulevard		Seffner		FL		33584		4,600,000.00		4,600,000.00		Interest-only,
    Amortizing Balloon		25,961.51
    		Actual/360		4.650%
	62		NCB		Westchester
    Gardens Owners, Inc.		445
    Gramatan Avenue		Mount
    Vernon		NY		10552		4,300,000.00		4,294,046.93		Amortizing
    Balloon		20,060.65
    		Actual/360		3.810%
	63		RMF		Holiday
    Inn Express and Suites Acworth Kennesaw - Northwest		200
    North Point Way		Acworth		GA		30102		4,200,000.00		4,200,000.00		Amortizing
    Balloon		22,933.10
    		Actual/360		5.150%
	64		WFB		Walgreens
    - Idaho Falls		1604
    West Broadway		Idaho
    Falls		ID		83402		4,070,000.00		4,070,000.00		Interest-only,
    Balloon		14,792.75
    		Actual/360		4.290%
	65		NCB		Pelican
    Village		24830
    South Tamiami Trail		Bonita
    Springs		FL		34134		3,610,000.00		3,610,000.00		Interest-only,
    Amortizing Balloon		17,843.67
    		Actual/360		4.290%
	66		WFB		Southwood
    Office		932-936
    Southwood Boulevard		Incline
    Village		NV		89451		3,610,000.00		3,601,435.85		Amortizing
    Balloon		18,355.75
    		Actual/360		4.530%
	67		NCB		Hudson
    Mews Apartment Corp.		256
    West 10th Street, a/k/a 505-511 Hudson Street		New
    York		NY		10014		3,600,000.00		3,600,000.00		Interest-only,
    Balloon		12,200.00
    		Actual/360		4.000%
	68		RMF		La
    Quinta - Elkton		304
    Belle Hill Road		Elkton		MD		21921		3,600,000.00		3,589,574.38		Amortizing
    Balloon		21,785.83
    		Actual/360		5.350%
	69		WFB		Security
    Public Storage - Roseville		715
    Cirby Way		Roseville		CA		95678		3,500,000.00		3,500,000.00		Amortizing
    Balloon		17,505.96
    		Actual/360		4.390%
	70		WFB		Gwinnett
    Point		3502,
    3512, 3522 Satellite Boulevard		Duluth		GA		30096		3,500,000.00		3,496,058.31		Amortizing
    Balloon		18,257.66
    		Actual/360		4.750%
	71		LCF		Holiday
    Inn Express  - Dayton		2650
    Rhea County Highway		Dayton		TN		37321		3,500,000.00		3,484,019.43		Amortizing
    Balloon		23,199.11
    		Actual/360		5.052%
	72		WFB		North
    Bay Self Storage		720
    Southpoint Boulevard		Petaluma		CA		94954		3,425,000.00		3,418,718.81		Amortizing
    Balloon		18,078.41
    		Actual/360		4.000%
	73		NCB		Patricia
    Gardens Owners, Inc.		1825-1833
    Palmer Avenue		Larchmont		NY		10538		3,250,000.00		3,250,000.00		Amortizing
    Balloon		15,180.64
    		Actual/360		3.820%
	74		RMF		A
    Space Center Self Storage		808
    South Main Street		Beacon
    Falls		CT		06403		3,100,000.00		3,100,000.00		Interest-only,
    Amortizing Balloon		16,509.10
    		Actual/360		4.930%
	75		LCF		Orange
    Grove MHP		1600
    Celis Street		San
    Fernando		CA		91340		3,100,000.00		3,100,000.00		Amortizing
    Balloon		15,879.94
    		Actual/360		4.594%
	76		WFB		3880
    Lake Arrowhead Avenue		3880
    Lake Arrowhead Avenue		Fremont		CA		94555		2,919,000.00		2,915,528.77		Amortizing
    Balloon		14,807.49
    		Actual/360		4.510%
	77		RMF		Wingate
    by Wyndham Houston Intercontinental		1330
    North Sam Houston Parkway East		Houston		TX		77032		2,650,000.00		2,645,984.19		Amortizing
    Balloon		15,630.91
    		Actual/360		5.090%
	78		LCF		Caledonia
    MHP		3572
    Iroquois Road		Caledonia		NY		14423		2,345,000.00		2,345,000.00		Amortizing
    Balloon		13,199.87
    		Actual/360		4.624%
	79		LCF		44
    Church Lane		44
    Church Lane		Westport		CT		06880		2,300,000.00		2,300,000.00		Interest-only,
    Amortizing Balloon		11,901.04
    		Actual/360		4.680%
	80		NCB		137-05
    Franklin Avenue Owners, Inc.		137-05
    Franklin Avenue		Flushing		NY		11355		2,200,000.00		2,200,000.00		Amortizing
    Balloon		9,126.35
    		Actual/360		3.950%
	81		RMF		La
    Quinta Inn Acworth		184
    North Point Way		Acworth		GA		30102		2,200,000.00		2,200,000.00		Amortizing
    Balloon		12,012.58
    		Actual/360		5.150%
	82		NCB		Palisade
    Gardens Apartments Corp.		150
    Glenwood Avenue		Yonkers		NY		10703		2,200,000.00		2,196,960.65		Amortizing
    Balloon		10,276.13
    		Actual/360		3.820%
	83		WFB		Storage
    Station - Wayne		2354
    Hamburg Turnpike		Wayne		NJ		07470		2,160,000.00		2,160,000.00		Interest-only,
    Amortizing Balloon		11,176.63
    		Actual/360		4.680%
	84		WFB		Barbizon
    Building		3100
    Lorna Road		Hoover		AL		35216		2,045,000.00		2,042,723.26		Amortizing
    Balloon		10,729.41
    		Actual/360		4.800%
	85		WFB		Security
    Public Storage - Sacramento II		6264-6310
    Stockton Boulevard		Sacramento		CA		95824		2,000,000.00		2,000,000.00		Amortizing
    Balloon		10,109.95
    		Actual/360		4.480%
	86		NCB		215
    Equities Corp.		215
    West 92nd Street		New
    York		NY		10025		2,000,000.00		1,997,312.04		Amortizing
    Balloon		9,490.74
    		Actual/360		3.950%
	87		WFB		Stoneman
    Plaza - Railroad Center		2227-2249
    and 2261-2283 Railroad Avenue		Pittsburg		CA		94565		1,975,000.00		1,975,000.00		Interest-only,
    Amortizing Balloon		10,148.35
    		Actual/360		4.620%
	88		NCB		Grand
    Loft Corp.		75-85
    Grand Street		New
    York		NY		10013		1,750,000.00		1,740,911.99		Amortizing
    Balloon		10,669.32
    		Actual/360		4.070%
	89		RMF		Perrysburg
    Estates		23720
    Lime City Road		Perrysburg		OH		43551		1,700,000.00		1,700,000.00		Amortizing
    Balloon		9,105.20
    		Actual/360		4.980%
	90		RMF		Middletown
    Self Storage		1021
    Dolsontown Road		Middletown		NY		10940		1,630,000.00		1,626,544.54		Amortizing
    Balloon		8,770.13
    		Actual/360		5.020%
	91		WFB		Country
    Meadows		1250
    Countryside Street		Sidney		OH		45365		1,600,000.00		1,598,097.31		Amortizing
    Balloon		8,116.47
    		Actual/360		4.510%
	92		WFB		Chapel
    Center		1896-1906
    Buchholzer Boulevard		Akron		OH		44310		1,560,000.00		1,554,021.38		Amortizing
    Balloon		7,765.86
    		Actual/360		4.350%
	93		NCB		100
    South Ocean Ave. Realty Corp. A/K/A 100 South Ocean Ave. Realty Corporation		100
    South Ocean Avenue		Freeport		NY		11520		1,500,000.00		1,498,047.85		Amortizing
    Balloon		7,247.98
    		Actual/360		4.100%
	94		RMF		Voorheesville
    Self Storage		62
    Voorheesville Avenue		Voorheesville		NY		12186		1,430,000.00		1,428,519.43		Amortizing
    Balloon		7,772.97
    		Actual/360		5.110%
	95		NCB		Fillmore
    Gardens Co-operative, Inc.		5302-24
    Fillmore Avenue, 5405-09 Avenue S, 5607-27 Avenue T, 5610-16 Avenue T, 2001 Pearson Street, 5710 Avenue T, 5810-18 Avenue
    T		Brooklyn		NY		11234		1,000,000.00		998,709.78		Amortizing
    Balloon		4,855.22
    		Actual/360		4.140%
	96		LCF		Dollar
    General - Lebanon		1511
    West Elm Street		Lebanon		MO		65536		819,000.00		819,000.00		Interest-only,
    ARD		3,612.31
    		Actual/360		5.206%
	97		LCF		Dollar
    General - Effingham		10014
    Beverly Drive		Effingham		IL		62401		819,000.00		819,000.00		Interest-only,
    ARD		3,590.80
    		Actual/360		5.175%
	98		LCF		Dollar
    General - Floresville		6764
    U.S. Highway 181		Floresville		TX		78114		813,150.00		813,150.00		Interest-only,
    ARD		3,492.82
    		Actual/360		5.070%
	99		LCF		Dollar
    General - Kerrville		3200
    Legion Drive		Kerrville		TX		78028		767,000.00		767,000.00		Interest-only,
    ARD		3,294.58
    		Actual/360		5.070%
	100		LCF		Dollar
    General - Warren		101-199
    East Pleasant Avenue		Pleasanton		MN		56762		695,500.00		695,500.00		Interest-only,
    ARD		2,975.68
    		Actual/360		5.050%


  



    	 



    	 	 	 



    

 





Wells
Fargo Commercial Mortgage Trust 2015-LC22 


MORTGAGE
LOAN SCHEDULE 



 


	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Administrative
    Fee Rate	 	Payment
    Due Date	 	Stated
    Maturity Date or Anticipated Repayment Date	 	Original
    Term to Maturity or ARD (Mos.)	 	Remaining
    Term to Maturity or ARD (Mos.)	 	Amortization
    Term (Original) (Mos.)	 	Amortization
    Term (Remaining) (Mos.)	 	Cross
    Collateralized and Cross Defaulted Loan Flag	 	Prepayment
    Provisions	 	Ownership
    Interest	 	Grace
    Period Late (Days)
	1		LCF		40
    Wall Street		0.0121%		6		7/6/2025		120		118		300		298		NAP		L(26),D(90),O(4)		Leasehold		0
	2		LCF		The
    Meadows		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(93),O(3)		Fee		0
	3		RMF		Somerset
    Park Apartments		0.0177%		6		7/6/2025		120		118		IO		IO		NAP		L(26),D(87),O(7)		Fee		0
	4		LCF		Townline
    Square		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(93),O(3)		Fee		0
	5		RMF		Sandpiper
    Apartments		0.0121%		6		7/6/2025		120		118		360		360		NAP		L(24),GRTR
    1% or YM(92),O(4)		Fee		0
	6		WFB		West
    Palm Beach Marriott		0.0121%		11		8/11/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Both		5
	7		RMF		Shoppes
    at Wilton		0.0121%		6		9/6/2025		120		120		IO		IO		NAP		L(23),GRTR
    1% or YM(93),O(4)		Fee		0
	8		RMF		San
    Diego Park N’ Fly		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		0
	9		RMF		Hickory
    Hills East		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(90),O(5)		Fee		0
	10		WFB		The
    Jewelers Mall		0.0121%		11		9/11/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		5
	11		WFB		Schulman
    Crossing Power Center		0.0121%		11		8/11/2025		120		119		360		359		NAP		L(25),D(91),O(4)		Fee		5
	12		NCB		Birchwood
    Glen Owners Corp.		0.0871%		1		8/1/2025		120		119		360		360		NAP		GRTR
    1% or YM(83),1%(33),O(4)		Fee		10
	13		RMF		El
    Sol Del Rio Apartments		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(90),O(5)		Fee		0
	14		WFB		Millburn
    Mall		0.0121%		11		9/11/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		5
	15		WFB		Home
    Depot Tacoma		0.0121%		11		8/11/2025		120		119		360		360		NAP		L(25),GRTR
    1% or YM(91),O(4)		Fee		5
	16		LCF		Jellystone
    Park		0.0121%		6		8/6/2025		120		119		300		299		NAP		L(25),D(91),O(4)		Fee		0
	17		RMF		Clearwater
    Collection		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		5
	18		WFB		Memorial
    Regional Medical Office		0.0121%		11		9/11/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		5
	19		LCF		Hyatt
    Lisle		0.0121%		6		7/6/2025		120		118		300		298		NAP		L(23),GRTR
    1% or YM(93),O(4)		Fee		0
	20		LCF		Orchard
    Grove MHC		0.0121%		6		6/6/2025		120		117		360		360		NAP		L(27),D(89),O(4)		Fee		0
	21		WFB		Homewood
    Suites Austin		0.0121%		11		8/11/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		5
	22		LCF		The
    Moors at Countryview		0.0121%		6		8/6/2025		120		119		360		359		NAP		L(25),D(91),O(4)		Fee		0
	23		LCF		Tiberon
    Trails		0.0121%		6		8/6/2025		120		119		300		299		NAP		L(25),D(92),O(3)		Fee		0
	24		LCF		Hollywood
    Student Housing		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		0
	25		LCF		Cushendall
    Commons		0.0121%		6		6/6/2020		60		57		360		360		NAP		L(27),D(29),O(4)		Fee		0
	26		RMF		Montevallo
    Place Apartments		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		0
	27		WFB		Best
    Western Seven Seas		0.0121%		11		8/11/2025		120		119		276		275		NAP		L(25),D(91),O(4)		Leasehold		5
	28		LCF		Twain
    Estates		0.0121%		6		7/6/2025		120		118		360		358		NAP		L(26),D(91),O(3)		Fee		0
	29		LCF		Marquis
    Crest Apartments		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(92),O(3)		Fee		0
	30		LCF		Maple
    Square- Phase I		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(93),O(3)		Fee		0
	31		RMF		Best
    Western International Drive - Orlando		0.0121%		6		8/6/2025		120		119		300		299		NAP		L(23),GRTR
    1% or YM(93),O(4)		Fee		0
	32		LCF		Alderwood
    Retail		0.0596%		6		6/6/2025		120		117		360		357		NAP		L(27),D(89),O(4)		Fee		0
	33		RMF		Forrest
    Oaks		0.0121%		6		8/6/2025		120		119		360		359		NAP		L(25),D(88),O(7)		Fee		0
	34		LCF		101-107
    Post Road East & 28 Church Lane		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		0
	35		RMF		Starbucks
    Center		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		0
	36		RMF		Tuscany
    Place		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		0
	37		LCF		Dollar
    General Portfolio		0.0121%		6		7/6/2025		120		118		360		360		NAP		L(26),D(91),O(3)		Fee		0
	37.01		LCF		Dollar
    General - Decatur																						
	37.02		LCF		Dollar
    General - Bluff City																						
	37.03		LCF		Dollar
    General - Bean Station																						
	37.04		LCF		Dollar
    General - Enterprise																						
	37.05		LCF		Dollar
    General - Philadelphia																						
	37.06		LCF		Dollar
    General - Kingston																						
	37.07		LCF		Dollar
    General - Oliver Springs																						
	38		WFB		Collister
    Shopping Center		0.0121%		11		8/11/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		5
	39		RMF		Homewood
    Suites Houston Intercontinental		0.0121%		6		8/6/2025		120		119		300		299		NAP		L(25),D(91),O(4)		Fee		0
	40		WFB		Hampton
    Inn - Auburn Hills		0.0121%		11		9/11/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		5
	41		LCF		Walgreens
    Puerto Rico		0.0121%		6		9/6/2025		120		120		IO		IO		NAP		YM(24),YM
    or D(89),O(7)		Fee		0
	42		LCF		Sun
    and Sand Myrtle Beach		0.0121%		6		8/6/2025		120		119		300		299		NAP		L(25),D(92),O(3)		Fee		0
	43		WFB		Security
    Public Storage - Vacaville		0.0121%		1		9/1/2025		120		120		360		360		NAP		L(24),GRTR
    1% or YM or D(89),O(7)		Fee		5
	44		RMF		Courtyard
    Memphis East Lenox		0.0121%		6		8/6/2020		60		59		360		359		NAP		L(25),D(31),O(4)		Fee		0
	45		RMF		HIE
    Natchez		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		0
	46		RMF		1255
    Broad Street Medical Center		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		0
	47		RMF		Golden
    Gardens Apartments		0.0121%		6		8/6/2025		120		119		360		359		NAP		L(25),D(91),O(4)		Fee		5
	48		LCF		Hampton
    Inn & Suites - Clute		0.0121%		6		9/6/2025		120		120		240		240		NAP		L(24),D(93),O(3)		Fee		0
	49		LCF		SAAM
    Properties Apartments		0.0121%		6		7/6/2025		120		118		360		358		NAP		L(26),D(90),O(4)		Fee		0
	50		LCF		Moulton
    Plaza		0.0121%		6		7/6/2025		120		118		360		358		NAP		L(23),GRTR
    1% or YM(93),O(4)		Fee		5
	51		LCF		Tivoli
    Apartments		0.0121%		6		8/6/2025		120		119		360		359		NAP		L(25),D(92),O(3)		Fee		0
	52		RMF		Bishop
    Retail		0.0121%		6		6/6/2025		120		117		300		297		NAP		L(27),D(89),O(4)		Fee		0
	53		LCF		67
    Holly Hills		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		0
	54		WFB		EZ
    Self Storage Chippewa 		0.0121%		11		7/11/2025		120		118		360		360		NAP		L(26),D(90),O(4)		Fee		5
	55		RMF		Premier
    Self Storage		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		0
	56		LCF		219
    West 19th Street		0.0121%		6		7/6/2020		60		58		360		358		NAP		L(26),D(30),O(4)		Fee		0
	57		RMF		La
    Quinta - Sebring		0.0121%		6		8/6/2025		120		119		300		300		NAP		L(25),D(91),O(4)		Fee		0
	58		LCF		Kohl’s		0.0121%		6		9/6/2025		120		120		IO		IO		NAP		YM(24),YM
    or D(89),O(7)		Fee		0
	59		RMF		Comfort
    Suites - Firestone		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		0
	60		RMF		Castleton
    Shoppes		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(24),GRTR
    1% or YM(89),O(7)		Fee		0
	61		RMF		Hampton
    Inn Tampa East Seffner		0.0121%		6		8/6/2025		120		119		300		300		NAP		L(25),D(91),O(4)		Fee		0
	62		NCB		Westchester
    Gardens Owners, Inc.		0.0871%		1		8/1/2025		120		119		360		359		NAP		GRTR
    1% or YM(113),1%(3),O(4)		Fee		10
	63		RMF		Holiday
    Inn Express and Suites Acworth Kennesaw - Northwest		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		0
	64		WFB		Walgreens
    - Idaho Falls		0.0121%		11		8/11/2025		120		119		IO		IO		NAP		L(25),D(91),O(4)		Fee		5
	65		NCB		Pelican
    Village		0.0871%		1		5/1/2025		120		116		360		360		NAP		L(28),D(88),O(4)		Fee		10
	66		WFB		Southwood
    Office		0.0121%		11		7/11/2025		120		118		360		358		NAP		L(26),D(90),O(4)		Fee		5
	67		NCB		Hudson
    Mews Apartment Corp.		0.0871%		1		9/1/2025		120		120		IO		IO		NAP		GRTR
    1% or YM(83),1%(33),O(4)		Fee		10
	68		RMF		La
    Quinta - Elkton		0.0121%		6		7/6/2025		120		118		300		298		NAP		L(26),D(90),O(4)		Fee		0
	69		WFB		Security
    Public Storage - Roseville		0.0121%		1		9/1/2025		120		120		360		360		NAP		L(24),GRTR
    1% or YM or D(89),O(7)		Fee		5
	70		WFB		Gwinnett
    Point		0.0896%		11		8/11/2025		120		119		360		359		NAP		L(25),D(91),O(4)		Fee		5
	71		LCF		Holiday
    Inn Express  - Dayton		0.0121%		6		7/6/2025		120		118		240		238		NAP		L(26),D(91),O(3)		Fee		0
	72		WFB		North
    Bay Self Storage		0.0121%		11		8/11/2025		120		119		300		299		NAP		L(25),D(91),O(4)		Fee		5
	73		NCB		Patricia
    Gardens Owners, Inc.		0.0871%		1		9/1/2025		120		120		360		360		NAP		GRTR
    1% or YM(113),1%(3),O(4)		Fee		10
	74		RMF		A
    Space Center Self Storage		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		0
	75		LCF		Orange
    Grove MHP		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(89),O(7)		Fee		0
	76		WFB		3880
    Lake Arrowhead Avenue		0.0121%		11		8/11/2025		120		119		360		359		NAP		L(25),D(91),O(4)		Fee		5
	77		RMF		Wingate
    by Wyndham Houston Intercontinental		0.0121%		6		8/6/2025		120		119		300		299		NAP		L(25),D(91),O(4)		Fee		0
	78		LCF		Caledonia
    MHP		0.0121%		6		9/6/2025		120		120		300		300		NAP		L(24),D(92),O(4)		Fee		0
	79		LCF		44
    Church Lane		0.0121%		6		8/6/2025		120		119		360		360		NAP		L(25),D(91),O(4)		Fee		0
	80		NCB		137-05
    Franklin Avenue Owners, Inc.		0.0871%		1		9/1/2025		120		120		480		480		NAP		GRTR
    1% or YM(113),1%(3),O(4)		Fee		10
	81		RMF		La
    Quinta Inn Acworth		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		0
	82		NCB		Palisade
    Gardens Apartments Corp.		0.0871%		1		8/1/2025		120		119		360		359		NAP		GRTR
    1% or YM(113),1%(3),O(4)		Fee		10
	83		WFB		Storage
    Station - Wayne		0.0121%		11		9/11/2025		120		120		360		360		NAP		L(24),D(91),O(5)		Fee		5
	84		WFB		Barbizon
    Building		0.0896%		11		8/11/2025		120		119		360		359		NAP		L(25),D(88),O(7)		Fee		5
	85		WFB		Security
    Public Storage - Sacramento II		0.0121%		1		9/1/2025		120		120		360		360		NAP		L(24),GRTR
    1% or YM or D(89),O(7)		Fee		5
	86		NCB		215
    Equities Corp.		0.0871%		1		8/1/2025		120		119		360		359		NAP		GRTR
    1% or YM(113),1%(3),O(4)		Fee		10
	87		WFB		Stoneman
    Plaza - Railroad Center		0.0121%		11		9/11/2025		120		120		360		360		NAP		L(24),D(92),O(4)		Fee		5
	88		NCB		Grand
    Loft Corp.		0.0871%		1		7/1/2025		120		118		240		238		NAP		GRTR
    1% or YM(113),1%(3),O(4)		Fee		10
	89		RMF		Perrysburg
    Estates		0.0121%		6		9/6/2025		120		120		360		360		NAP		L(24),D(91),O(5)		Fee		0
	90		RMF		Middletown
    Self Storage		0.0121%		6		7/6/2025		120		118		360		358		NAP		L(26),D(90),O(4)		Fee		0
	91		WFB		Country
    Meadows		0.0121%		11		8/11/2025		120		119		360		359		NAP		L(25),D(91),O(4)		Fee		5
	92		WFB		Chapel
    Center		0.0121%		11		6/11/2025		120		117		360		357		NAP		L(27),D(89),O(4)		Fee		5
	93		NCB		100
    South Ocean Ave. Realty Corp. A/K/A 100 South Ocean Ave. Realty Corporation		0.0871%		1		8/1/2025		120		119		360		359		NAP		GRTR
    1% or YM(113),1%(3),O(4)		Fee		10
	94		RMF		Voorheesville
    Self Storage		0.0121%		6		8/6/2025		120		119		360		359		NAP		L(25),D(91),O(4)		Fee		0
	95		NCB		Fillmore
    Gardens Co-operative, Inc.		0.0871%		1		8/1/2025		120		119		360		359		NAP		GRTR
    1% or YM(113),1%(3),O(4)		Fee		10
	96		LCF		Dollar
    General - Lebanon		0.0121%		6		9/6/2025		120		120		IO		IO		NAP		YM(24),YM
    or D(89),O(7)		Fee		0
	97		LCF		Dollar
    General - Effingham		0.0121%		6		9/6/2025		120		120		IO		IO		NAP		YM(24),YM
    or D(89),O(7)		Fee		0
	98		LCF		Dollar
    General - Floresville		0.0121%		6		9/6/2025		120		120		IO		IO		NAP		YM(24),YM
    or D(89),O(7)		Fee		0
	99		LCF		Dollar
    General - Kerrville		0.0121%		6		9/6/2025		120		120		IO		IO		NAP		YM(24),YM
    or D(89),O(7)		Fee		0
	100		LCF		Dollar
    General - Warren		0.0121%		6		7/6/2025		120		118		IO		IO		NAP		YM(26),YM
    or D(87),O(7)		Fee		0


 






    	 



    	 	 	 



    




 


Wells
Fargo Commercial Mortgage Trust 2015-LC22 


MORTGAGE
LOAN SCHEDULE 



 


	Mortgage
    Loan Number	 	Mortgage
    Loan Seller	 	Property
    Name	 	Secured
    by LOC (Y/N)	 	LOC
    Amount	 	Borrower
    Name	 	Master
    Servicing

    Fee Rate
	1		LCF		40
    Wall Street		N		NAP		40
    Wall Street LLC		0.0025%
	2		LCF		The
    Meadows		N		NAP		Meadows
    Landmark LLC		0.0050%
	3		RMF		Somerset
    Park Apartments		N		NAP		Troy
    Apts I, LLC, Troy Apts II, LLC, Troy Apts III, LLC and Troy Apts IV, LLC		0.0100%
	4		LCF		Townline
    Square		N		NAP		TLS
    Group LLC		0.0050%
	5		RMF		Sandpiper
    Apartments		N		NAP		Apex
    2015, LLC		0.0050%
	6		WFB		West
    Palm Beach Marriott		N		NAP		PBM
    Properties, LLC		0.0050%
	7		RMF		Shoppes
    at Wilton		N		NAP		The
    Shoppes at Wilton, L.L.C.		0.0050%
	8		RMF		San
    Diego Park N’ Fly		N		NAP		LR
    San Diego Wallypark, LLC; LR San Diego Parking Operator, LLC		0.0050%
	9		RMF		Hickory
    Hills East		N		NAP		Hickory
    Hills East, L.L.C.		0.0050%
	10		WFB		The
    Jewelers Mall		N		NAP		Marmar
    Properties, LP		0.0050%
	11		WFB		Schulman
    Crossing Power Center		N		NAP		GC
    Schulman LLC		0.0050%
	12		NCB		Birchwood
    Glen Owners Corp.		N		NAP		Birchwood
    Glen Owners Corp.		0.0800%
	13		RMF		El
    Sol Del Rio Apartments		N		NAP		JSN
    Apartments, LLC		0.0050%
	14		WFB		Millburn
    Mall		N		NAP		Millburn
    Mall Holdings LLC		0.0050%
	15		WFB		Home
    Depot Tacoma		N		NAP		Tacoma
    Home Improvement DST		0.0050%
	16		LCF		Jellystone
    Park		N		NAP		South
    Fort Worth RV Ranch, L.L.C. and South Fort Worth RV Ranch II, L.L.C.		0.0050%
	17		RMF		Clearwater
    Collection		N		NAP		Clearwater
    Collection 15, LLC; Clearwater Plainfield 15, LLC		0.0050%
	18		WFB		Memorial
    Regional Medical Office		N		NAP		Ortho
    MRMC Building, LLC		0.0050%
	19		LCF		Hyatt
    Lisle		N		NAP		VH
    Lisle, LLC		0.0050%
	20		LCF		Orchard
    Grove MHC		N		NAP		Orchard
    Grove Village, LLC		0.0050%
	21		WFB		Homewood
    Suites Austin		N		NAP		Moody
    National Governors-Austin Holding, LLC		0.0050%
	22		LCF		The
    Moors at Countryview		N		NAP		Moors
    Apartments, Inc.		0.0050%
	23		LCF		Tiberon
    Trails		N		NAP		Tiberon
    Trails Apartments, LLC		0.0050%
	24		LCF		Hollywood
    Student Housing		N		NAP		1550
    Wilcox Owner, LLC		0.0050%
	25		LCF		Cushendall
    Commons		N		NAP		HPI
    Cushendall LLC		0.0050%
	26		RMF		Montevallo
    Place Apartments		N		NAP		Teg
    Montevallo Place LLC		0.0050%
	27		WFB		Best
    Western Seven Seas		N		NAP		Seven
    Seas Associates, LLC		0.0050%
	28		LCF		Twain
    Estates		N		NAP		Twain
    Estates Pro-Active, LLC		0.0050%
	29		LCF		Marquis
    Crest Apartments		N		NAP		RAINBUL-CREST,
    LP		0.0050%
	30		LCF		Maple
    Square- Phase I		N		NAP		Oceola
    One LLC		0.0050%
	31		RMF		Best
    Western International Drive - Orlando		N		NAP		AD1
    Orlando Hotels, LLC		0.0050%
	32		LCF		Alderwood
    Retail		N		NAP		Alderwood
    Retail 97, LLC		0.0525%
	33		RMF		Forrest
    Oaks		N		NAP		PDQ
    Israel Family Forrest Oaks, LLC		0.0050%
	34		LCF		101-107
    Post Road East & 28 Church Lane		N		NAP		WW
    101-107 POST LLC		0.0050%
	35		RMF		Starbucks
    Center		N		NAP		2101
    University LLC		0.0050%
	36		RMF		Tuscany
    Place		N		NAP		NB
    Tuscany Place, DST		0.0050%
	37		LCF		Dollar
    General Portfolio		N		NAP		DUDC,
    LLC		0.0050%
	37.01		LCF		Dollar
    General - Decatur								
	37.02		LCF		Dollar
    General - Bluff City								
	37.03		LCF		Dollar
    General - Bean Station								
	37.04		LCF		Dollar
    General - Enterprise								
	37.05		LCF		Dollar
    General - Philadelphia								
	37.06		LCF		Dollar
    General - Kingston								
	37.07		LCF		Dollar
    General - Oliver Springs								
	38		WFB		Collister
    Shopping Center		N		NAP		Argo
    Rad, LLC; Argo Collister, LLC		0.0050%
	39		RMF		Homewood
    Suites Houston Intercontinental		N		NAP		Greenspoint
    Airport, L.P.		0.0050%
	40		WFB		Hampton
    Inn - Auburn Hills		N		NAP		SUS
    Hospitality Investment, LLC; SUS HospitalityManagement, Inc.		0.0050%
	41		LCF		Walgreens
    Puerto Rico		N		NAP		LWAG
    Ponce PR LLC		0.0050%
	42		LCF		Sun
    and Sand Myrtle Beach		N		NAP		Om
    Shera of MB, LLC		0.0050%
	43		WFB		Security
    Public Storage - Vacaville		N		NAP		Security
    Public Storage - Vacaville LLC		0.0050%
	44		RMF		Courtyard
    Memphis East Lenox		N		NAP		OM
    Capital Memphis, LLC; CY Hospitality, LLC		0.0050%
	45		RMF		HIE
    Natchez		N		NAP		Natchez
    Hotel Group, Inc. 		0.0050%
	46		RMF		1255
    Broad Street Medical Center		N		NAP		1255
    Broad Street Associates, LP		0.0050%
	47		RMF		Golden
    Gardens Apartments		N		NAP		Carpool
    17, LLC		0.0050%
	48		LCF		Hampton
    Inn & Suites - Clute		N		NAP		KILPAN
    I, LP		0.0050%
	49		LCF		SAAM
    Properties Apartments		N		NAP		VAP
    Properties LLC		0.0050%
	50		LCF		Moulton
    Plaza		N		NAP		BUIE
    MOULTON LLC		0.0050%
	51		LCF		Tivoli
    Apartments		N		NAP		Flytown
    Properties, LLC		0.0050%
	52		RMF		Bishop
    Retail		N		NAP		Bishop
    KM Associates, LLC		0.0050%
	53		LCF		67
    Holly Hills		N		NAP		67
    Holly Hill LLC		0.0050%
	54		WFB		EZ
    Self Storage Chippewa 		N		NAP		EZ
    Storage Chippewa No. 2 LLC  		0.0050%
	55		RMF		Premier
    Self Storage		N		NAP		Iverson
    Family Black Horse Pike, LLC		0.0050%
	56		LCF		219
    West 19th Street		N		NAP		New
    York Live Arts Dance Theater LLC		0.0050%
	57		RMF		La
    Quinta - Sebring		N		NAP		Liberty
    Highlands, LLC		0.0050%
	58		LCF		Kohl’s		N		NAP		LKLS
    Minot ND LLC		0.0050%
	59		RMF		Comfort
    Suites - Firestone		N		NAP		M
    & H Development, LLC		0.0050%
	60		RMF		Castleton
    Shoppes		N		NAP		Castleton
    Shoppes, LP		0.0050%
	61		RMF		Hampton
    Inn Tampa East Seffner		N		NAP		Liberty
    Seffner Investments, LLC		0.0050%
	62		NCB		Westchester
    Gardens Owners, Inc.		N		NAP		Westchester
    Gardens Owners, Inc.		0.0800%
	63		RMF		Holiday
    Inn Express and Suites Acworth Kennesaw - Northwest		N		NAP		NDP
    Properties, Inc.		0.0050%
	64		WFB		Walgreens
    - Idaho Falls		N		NAP		Tremont
    Idaho Holding LLC		0.0050%
	65		NCB		Pelican
    Village		N		NAP		Pelican
    Village Plaza, LLC		0.0800%
	66		WFB		Southwood
    Office		N		NAP		932936,
    LLC		0.0050%
	67		NCB		Hudson
    Mews Apartment Corp.		N		NAP		Hudson
    Mews Apartment Corp.		0.0800%
	68		RMF		La
    Quinta - Elkton		N		NAP		Swami
    Shree, L.L.C.		0.0050%
	69		WFB		Security
    Public Storage - Roseville		N		NAP		Security
    Public Storage - Roseville LLC		0.0050%
	70		WFB		Gwinnett
    Point		N		NAP		Gwinnett
    Point SC, LLC		0.0825%
	71		LCF		Holiday
    Inn Express  - Dayton		N		NAP		Hiten
    Hospitality, Inc.		0.0050%
	72		WFB		North
    Bay Self Storage		N		NAP		North
    Bay Development Co. LLC		0.0050%
	73		NCB		Patricia
    Gardens Owners, Inc.		N		NAP		Patricia
    Gardens Owners, Inc.		0.0800%
	74		RMF		A
    Space Center Self Storage		N		NAP		Iverson
    Family South Main Street, LLC		0.0050%
	75		LCF		Orange
    Grove MHP		N		NAP		Orange
    Grove MHP Group, LLC		0.0050%
	76		WFB		3880
    Lake Arrowhead Avenue		N		NAP		YIP
    Holdings Seven, LP		0.0050%
	77		RMF		Wingate
    by Wyndham Houston Intercontinental		N		NAP		Northgreen
    Hospitality, L.P.		0.0050%
	78		LCF		Caledonia
    MHP		N		NAP		Iroquois
    Road, LLC		0.0050%
	79		LCF		44
    Church Lane		N		NAP		BW
    Church East, LLC		0.0050%
	80		NCB		137-05
    Franklin Avenue Owners, Inc.		N		NAP		137-05
    Franklin Avenue Owners, Inc.		0.0800%
	81		RMF		La
    Quinta Inn Acworth		N		NAP		Purvi,
    Inc. 		0.0050%
	82		NCB		Palisade
    Gardens Apartments Corp.		N		NAP		Palisade
    Gardens Apartments Corp.		0.0800%
	83		WFB		Storage
    Station - Wayne		N		NAP		Garling
    Lock & Key LLC		0.0050%
	84		WFB		Barbizon
    Building		N		NAP		Barbizon
    Associates, LLC		0.0825%
	85		WFB		Security
    Public Storage - Sacramento II		N		NAP		Security
    Public Storage - Sacramento II, A California Limited Partnership		0.0050%
	86		NCB		215
    Equities Corp.		N		NAP		215
    Equities Corp.		0.0800%
	87		WFB		Stoneman
    Plaza - Railroad Center		N		NAP		Railroad
    Retail, LP		0.0050%
	88		NCB		Grand
    Loft Corp.		N		NAP		Grand
    Loft Corp.		0.0800%
	89		RMF		Perrysburg
    Estates		N		NAP		Perrysburg
    Estates Limited Partnership		0.0050%
	90		RMF		Middletown
    Self Storage		N		NAP		Curcio
    NY, Dolsontown Road, LLC		0.0050%
	91		WFB		Country
    Meadows		N		NAP		Creekside
    - Country Meadows, L.L.C.		0.0050%
	92		WFB		Chapel
    Center		N		NAP		Chapel
    Center, LLC		0.0050%
	93		NCB		100
    South Ocean Ave. Realty Corp. A/K/A 100 South Ocean Ave. Realty Corporation		N		NAP		100
    South Ocean Ave. Realty Corp. A/K/A 100 South Ocean Ave. Realty Corporation		0.0800%
	94		RMF		Voorheesville
    Self Storage		N		NAP		Curcio
    NY, Voorheesville, LLC		0.0050%
	95		NCB		Fillmore
    Gardens Co-operative, Inc.		N		NAP		Fillmore
    Gardens Co-operative, Inc.		0.0800%
	96		LCF		Dollar
    General - Lebanon		N		NAP		LDG
    Lebanon MO LLC		0.0050%
	97		LCF		Dollar
    General - Effingham		N		NAP		LDG
    Effingham IL LLC		0.0050%
	98		LCF		Dollar
    General - Floresville		N		NAP		LDG
    Floresville TX LLC		0.0050%
	99		LCF		Dollar
    General - Kerrville		N		NAP		LDG
    Kerrville TX LLC		0.0050%
	100		LCF		Dollar
    General - Warren		N		NAP		LDG
    Warren LLC		0.0050%


  




    	 




    

 





 


SCHEDULE
II


 


SCHEDULE
OF EXCEPTIONS TO MORTGAGE FILE DELIVERY

(under Section 2.02(a) of this Agreement)


 


None.


 









    	S-II-1



    	 



    

 


SCHEDULE
III


 


SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing
Criteria”, provided that, for the avoidance of doubt this Schedule III shall not require any assessment of any criterion
to the extent that the assessment of such criterion is not required under the terms of Regulation AB. In addition, this Schedule
III shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main
body of the Pooling and Servicing Agreement of which this Schedule III forms a part or to require an assessment of a criterion
that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and
Servicing Agreement.


 


	 	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	 	 	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	General
    Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer



 





	 	 
	1 The servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.







 






    	S-III-1



    	 



    



 

	 	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	 	 	 
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee2

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
    Act.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements.	General
    Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Servicer.	Certificate
        Administrator

        Trust Advisor*

         

        *(C)
        and (D) are not applicable.

         




 





	 	 
	2 Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.







 






    	S-III-2



    	 



    

 


	 	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	 	 	 
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    General Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(v)	The
    Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s
    unpaid principal balance.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	General
    Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	General
    Special Servicer

    NCB Special Servicer

    Trust Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	General
    Master Servicer

    NCB Master Servicer

    General Special Servicer

    NCB Special Servicer



 






    	S-III-3



    	 



    

 


	 	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	 	 	 
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	General
    Master Servicer

    NCB Master Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 









    	S-III-4



    	 



    

 


SCHEDULE
IV


 


DESIGNATED
SUB-SERVICERS


 


1.          Essex
Financial Services LLC


 


2.          Grandbridge
Real Estate Capital LLC


 


3.          Northmarq
Capital, LLC


 


4.          Wells
Fargo Bank, National Association


 



    	S-IV-1



    	 



    







SCHEDULE
V


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 11.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party
has actual knowledge (and in the case of financial statements required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and the Trust Advisor (in its capacity
as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself
that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the NCB Special Servicer and the Trust Advisor (in its capacity as such) shall
be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in
the Prospectus Supplement. If there is more than one Master Servicer at any given time, in no event shall a Master Servicer be
required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Master Servicer
is not the Master Servicer. If there is more than one Special Servicer at any given time, in no event shall a Special Servicer
be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Special Servicer
is not the Special Servicer. For this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special Servicer and the Trust Advisor
(in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus
Supplement.


 


	Item on Form 10-D	Party Responsible
	Distribution
    and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution
    Date Statement	·     Each
Master Servicer (only with respect to 1121(a)(12) as to non-Specially Serviced Loans serviced by it) 

        ·     Each
Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans serviced by it) 

        ·     Depositor 

        ·     Certificate
Administrator 

	Item
    2: Legal Proceedings:

    Item 1117 of Regulation AB (to the extent material to Certificateholders)	·     Each
Master Servicer (as to itself) 

        ·     Each
Special Servicer (as to itself) 

        ·     Trustee
(as to itself) 

        ·     Certificate
Administrator (as to itself) 

        ·     Depositor
(as to itself) 




 






    	S-V-1



    	 



    

 


 


	Item on Form 10-D	Party Responsible
	 	





·     Trust
Advisor (as to itself) 


·     Any
other Reporting Servicer (as to itself) 


·     Trustee/
each Master Servicer/Depositor/ each Special Servicer as to the Trust 


·     Each
Mortgage Loan Seller (as to itself and as to each Originator (as contemplated by Item 1110(b) of Regulation AB) of one or more
Mortgage Loans sold by such Mortgage Loan Seller) 


·      Depositor
(as to any party under Item 1100(d)(1) of Regulation AB)




	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	·     Each
    Master Servicer



	Item
    7*: Change in Sponsor Interest in the Securities	·     Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor)

	Item
    8: Significant Enhancement Provider Information	·     N/A

	Item
    9: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	·     Certificate
Administrator (with respect to the balances of the Distribution Account and the Interest Reserve Account as of the related Distribution
Date and the preceding Distribution Date) 

        ·     The
        Certificate Administrator and any other party responsible for disclosure items on Form 8-K to the extent of such items
        (which, pursuant to Section 8 of the related Mortgage Loan Purchase Agreement, does not include the Mortgage Loan Sellers)

         

	Item
    10: Exhibits	·     Depositor
(exhibits required by Item 601 of Regulation S-K, such as material agreements) 

        ·     Certificate
        Administrator (Distribution Date Statement)

         



 


	 	 
	*     Form 10-D was amended, effective November
    24, 2014, by adding new Item 7 in Part II and redesignating Items 7, 8 and 9 as Items 8, 9 and 10 as part of amendments
    related to the offering process, disclosure, and reporting for asset-backed securities, however, the requirement to provide
    Additional Form 10-D with respect to Item 7 shall not apply until November 23, 2015, unless otherwise indicated by the
    Commission in a manner satisfactory to the Depositor.     New     Item     7     will only     be     applicable     (and newly
    numbered     Items 8, 9 and     10 will     only     reflect their new     numbers)     on and     after     November 24,
    2015, unless otherwise indicated by the
    Commission in a manner satisfactory to the Depositor.





 









    	S-V-2



    	 



    

 


SCHEDULE
VI


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 11.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party
has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the NCB Special and the Trust Advisor (in its capacity as such)
shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is
set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor
or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the NCB Special Servicer and the Trust Advisor (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement.
If there is more than one Master Servicer at any given time, in no event shall a Master Servicer be required to provide any information
for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Master Servicer is not the Master Servicer. If there
is more than one Special Servicer at any given time, in no event shall a Special Servicer be required to provide any information
for inclusion in a Form 10-K that relates to any Mortgage Loan for which such Special Servicer is not the Special Servicer. For
this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the NCB Special Servicer and the Trust Advisor (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item
    on Form 10-K	Party
    Responsible
	Item
    1B: Unresolved Staff Comments	  ·     Depositor
	Item
    9B: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	  ·     Any
    party responsible for disclosure items on Form 8-K to the extent of such items (which, pursuant to Section 8 of the related
    Mortgage Loan Purchase Agreement, does not include the Mortgage Loan Sellers)
	Item
    15: Exhibits, Financial Statement Schedules	·    Certificate
Administrator 

        ·    Depositor 

	Additional
    Item:

    Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	·    Each
Master Servicer (as to itself) 

        ·    Each
Special Servicer (as to itself) 

        ·    Certificate
Administrator (as to itself) 

        ·    Trustee
(as to itself) 

        ·    Depositor
(as to itself) 




  



    	S-VI-1



    	 



    



  


	Item
    on Form 10-K	Party
    Responsible
	 	·    Trust
Advisor (as to itself) 


·    Any
other Reporting Servicer (as to itself) 


·    Trustee/Certificate
Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust 


·    Each
Mortgage Loan Seller (as to itself and as to each Originator (as contemplated by Item 1110(b) of Regulation AB) of one or more
Mortgage Loans sold by such Mortgage Loan Seller) 


  ·    Depositor
(as to any party under Item 1100(d)(1) of Regulation AB)





	Additional
    Item:

    Disclosure per Item 1119 of Regulation AB	·    Each
Master Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the
Trustee, Certificate Administrator, each Special Servicer or a sub-servicer retained by it meeting any of the descriptions in
Item 1108(a)(3)) 

        ·    Each
Special Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the
Trustee, Certificate Administrator, each Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) 

        ·    Certificate
        Administrator (as to itself) (to the extent material to Certificateholders)

        

        ·    Trustee
(as to itself) (to the extent material to Certificateholders) 

        ·    Depositor
(as to itself) 

        ·    Depositor
(as to the Trust) 

        ·    Each
Mortgage Loan Seller (as to itself and as to each Originator under Item 1110 of Regulation AB relating to one or more Mortgage
Loans sold by such Mortgage Loan Seller) 

        ·    Trust
Advisor (as to itself) 

        ·    Depositor
(as to any party under Item 1100(d)(1) of Regulation AB) 

	Additional
    Item:

    Disclosure per Item 1112(b) of Regulation AB	Each
Master Servicer

	Additional
    Item:

    Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	N/A



 





 






    	S-VI-2



    	 



    

 


SCHEDULE
VII


 


FORM 8-K
DISCLOSURE INFORMATION


 


The parties
identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for
the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 11.10 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence
of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent
such party has actual knowledge of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect
to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary
from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the General Master Servicer,
the NCB Master Servicer, the General Special Servicer, and the NCB Special Servicer (in its capacity as such) shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus
Supplement. If there is more than one Master Servicer at any given time, in no event shall a Master Servicer be required to provide
any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which such Master Servicer is not the Master
Servicer. If there is more than one Special Servicer at any given time, in no event shall a Special Servicer be required to provide
any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which such Special Servicer is not the Special
Servicer. For this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer,
the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item
    on Form 8-K	Party
    Responsible
	Item
    1.01- Entry into a Material Definitive Agreement

    

    Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization,
    even if depositor is not a party.

    

    Examples: servicing agreement, custodial agreement.

    

    Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	·    Trustee/Certificate
    Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (only as to the agreements to which such
    entity is a party or entered into by such party on behalf of the Trust)




 






    	S-VII-1



    	 



    

 


	Item
    on Form 8-K	Party
    Responsible
	Item
    1.02- Termination of a Material Definitive Agreement

    

    Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than
    expiration in accordance with its terms), even if depositor is not a party.

    

    Examples: servicing agreement, custodial agreement.	·    Trustee/Certificate
    Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (only as to the agreements to which such
    entity is a party or entered into by such party on behalf of the Trust)

	Item
    1.03- Bankruptcy or Receivership	·    Depositor

	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement

    

    Includes an early amortization, performance trigger or other event, including event of default, that would materially alter
    the payment priority/distribution of cash flows/amortization schedule.

    

    Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	·    Depositor

                                                                                                                             ·    Certificate
Administrator

         

	Item
    3.03- Material Modification to Rights of Security Holders

    

    Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the
    Pooling and Servicing Agreement.	·    Certificate
    Administrator

	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

    

    Disclosure is required of any amendment “to the governing documents of the issuing entity”.	·    Depositor

	Item
    6.01- ABS Informational and Computational Material	·    Depositor

	Item
    6.02- Change of Servicer or Trustee 

    

    Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other
    servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	·    Each
Master Servicer (as to itself or a servicer retained by it)

                                                                                                                             ·    Each
                                         Special Servicer (as to itself or a servicer retained by it)

                                                                                                                             ·   Certificate
                                         Administrator

                                                                                                                             ·    Trustee

                                                                                                                             ·    Depositor 

	Reg
    AB disclosure about any new servicer or master servicer is also required.	·    Each
    Master Servicer (as to itself or a servicer retained by it) or each Special Servicer (as to itself or a servicer retained
    by it), as applicable

	Reg
    AB disclosure about any new Trustee is also required.	·    Trustee

	Reg
    AB disclosure about any new Certificate Administrator is also required.	·    Certificate
    Administrator

	Item
    6.03- Change in Credit Enhancement or External Support	     N/A

	Item
    6.04- Failure to Make a Required Distribution	·    Certificate
    Administrator




 






    	S-VII-2



    	 



    

 


	Item
    on Form 8-K	Party
    Responsible
	Item
    6.05- Securities Act Updating Disclosure

    

    If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in
    the final prospectus, provide updated Reg AB disclosure about the actual asset pool.

    

    If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide
    the information called for in Items 1108 and 1110 respectively.	·    Depositor

	Item
    7.01- Regulation FD Disclosure	·    Depositor

	Item
    8.01 – Other Events

    

    Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance
    to certificateholders.	·    Depositor

	Item
    9.01 – Financial Statements and Exhibits	·    Responsible
    party for reporting/disclosing the financial statement or exhibit




 



    	S-VII-3



    	 



    






 


SCHEDULE
VIII


 


INITIAL NOI
INFORMATION FOR SIGNIFICANT OBLIGORS


 


None.





 






    	S-VIII-1



    	 



    

 





SCHEDULE
IX


 


SCHEDULE
OF INITIAL SERVICED PARI PASSU COMPANION LOAN HOLDER(S)


 


	Serviced
    Companion Loan	Initial
    Serviced Companion Loan Holder
	40 Wall
    Street A-1-B	Ladder
    Capital Finance LLC
	40 Wall
    Street A-3	COMM
    2015-CCRE24





 






    	S-IX-1



    	 



    

 


Annex
G


 


Class
A-SB Planned Principal Balance Schedule


 




	Distribution
                                         

                                         Date
	 	Class
                                         A-SB Planned

                                         Principal Balance 

	October 2015	 	$82,712,000.00
	November 2015	 	$82,712,000.00
	December 2015	 	$82,712,000.00
	January 2016	 	$82,712,000.00
	February 2016	 	$82,712,000.00
	March 2016	 	$82,712,000.00
	April 2016	 	$82,712,000.00
	May 2016	 	$82,712,000.00
	June 2016	 	$82,712,000.00
	July 2016	 	$82,712,000.00
	August 2016	 	$82,712,000.00
	September 2016	 	$82,712,000.00
	October 2016	 	$82,712,000.00
	November 2016	 	$82,712,000.00
	December 2016	 	$82,712,000.00
	January 2017	 	$82,712,000.00
	February 2017	 	$82,712,000.00
	March 2017	 	$82,712,000.00
	April 2017	 	$82,712,000.00
	May 2017	 	$82,712,000.00
	June 2017	 	$82,712,000.00
	July 2017	 	$82,712,000.00
	August 2017	 	$82,712,000.00
	September 2017	 	$82,712,000.00
	October 2017	 	$82,712,000.00
	November 2017	 	$82,712,000.00
	December 2017	 	$82,712,000.00
	January 2018	 	$82,712,000.00
	February 2018	 	$82,712,000.00
	March 2018	 	$82,712,000.00
	April 2018	 	$82,712,000.00
	May 2018	 	$82,712,000.00
	June 2018	 	$82,712,000.00
	July 2018	 	$82,712,000.00
	August 2018	 	$82,712,000.00
	September 2018	 	$82,712,000.00
	October 2018	 	$82,712,000.00
	November 2018	 	$82,712,000.00
	December 2018	 	$82,712,000.00
	January 2019	 	$82,712,000.00
	February 2019	 	$82,712,000.00
	March 2019	 	$82,712,000.00
	April 2019	 	$82,712,000.00
	May 2019	 	$82,712,000.00
	June 2019	 	$82,712,000.00
	July 2019	 	$82,712,000.00
	August 2019	 	$82,712,000.00
	September 2019	 	$82,712,000.00
	October 2019	 	$82,712,000.00
	November 2019	 	$82,712,000.00
	December 2019	 	$82,712,000.00
	January 2020	 	$82,712,000.00
	February 2020	 	$82,712,000.00
	March 2020	 	$82,712,000.00
	April 2020	 	$82,712,000.00
	May 2020	 	$82,712,000.00
	June 2020	 	$82,712,000.00
	July 2020	 	$82,712,000.00
	August 2020	 	$82,711,109.55





	Distribution
                                         

                                         Date
	 	Class
                                         A-SB Planned

                                         Principal Balance 

	September
    2020	 	$81,566,846.85
	October 2020	 	$80,189,670.65
	November 2020	 	$78,905,617.44
	December 2020	 	$77,518,468.84
	January 2021	 	$76,224,071.75
	February 2021	 	$74,924,666.20
	March 2021	 	$73,327,341.80
	April 2021	 	$72,016,700.69
	May 2021	 	$70,603,721.05
	June 2021	 	$69,282,530.65
	July 2021	 	$67,859,302.01
	August 2021	 	$66,527,480.84
	September 2021	 	$65,190,504.54
	October 2021	 	$63,751,939.38
	November 2021	 	$62,404,210.39
	December 2021	 	$60,955,198.63
	January 2022	 	$59,596,633.88
	February 2022	 	$58,232,809.22
	March 2022	 	$56,577,071.81
	April 2022	 	$55,201,530.26
	May 2022	 	$53,725,497.59
	June 2022	 	$52,338,905.29
	July 2022	 	$50,852,136.44
	August 2022	 	$49,454,407.99
	September 2022	 	$48,051,266.10
	October 2022	 	$46,548,418.74
	November 2022	 	$45,134,012.82
	December 2022	 	$43,620,222.05
	January 2023	 	$42,194,465.05
	February 2023	 	$40,763,184.72
	March 2023	 	$39,046,280.75
	April 2023	 	$37,602,779.25
	May 2023	 	$36,060,721.02
	June 2023	 	$34,605,643.43
	July 2023	 	$33,052,338.61
	August 2023	 	$31,585,595.42
	September 2023	 	$30,113,168.15
	October 2023	 	$28,543,007.47
	November 2023	 	$27,058,780.47
	December 2023	 	$25,477,155.91
	January 2024	 	$23,981,037.94
	February 2024	 	$22,479,120.67
	March 2024	 	$20,789,237.34
	April 2024	 	$19,274,931.44
	May 2024	 	$17,664,084.07
	June 2024	 	$16,137,654.54
	July 2024	 	$14,515,028.58
	August 2024	 	$12,976,381.62
	September 2024	 	$11,431,768.49
	October 2024	 	$9,791,476.48
	November 2024	 	$8,234,505.28
	December 2024	 	$6,582,206.91
	January 2025 	 	$5,012,782.03
	February 2025	 	$3,437,270.21
	March 2025	 	$1,589,581.54
	April 2025	 	$769.58
	May 2025 and thereafter	 	$0.00








 



    	G-1



    	 



    

 


SCHEDULE
XI


 


DESIGNATED
ESCROW/RESERVE MORTGAGE LOANS


 


Memorial
Regional Medical Office


 


Homewood
Suites Austin


 


Best
Western Seven Seas


 


Sun
and Sand Myrtle Beach


 


Premier
Self Storage


 


Comfort
Suites – Firestone


 


Holiday
Inn Express and Suites Acworth Kennesaw – Northwest


 


La
Quinta – Elkton


 


Perrysburg
Estates


 


Chapel
Center


 






 



    	S-XI-1